UNITED STATES Washington, D.C. 20549 FORM 10-K x For the fiscal year ended: DECEMBER 31, ¨ For transition period from Commission File Number 333-157281 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) 319 Clematis Street – Suite 400, West Palm Beach, Florida (Address of principal executive offices)(Zip Code) Issuer's telephone number, including area code: (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 x No 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: x Yes ¨ 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 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 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ¨ Yes x No The aggregate market value of the voting common equity held by non-affiliates of the issuer The Registrant had Documents incorporated by reference: None CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION 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, The Prior to the acquisition of The Company will continue to explore other business opportunities in complementary food related business segments much like the acquisition of For SEC reporting purposes, Our Operations We currently offer two restaurant concepts in our three Company owned restaurant locations including: · A full-service dining room menu comprising a · A smaller In addition, 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 · A full-service dining room menu comprising a · A smaller · A Franchising will require development of the Franchise Disclosure Document 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 Advertising We presently advertise locally in the Dayton, Ohio area mainly through direct marketing. As we move to create our franchising concept, we will be required to communicate a common 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 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. Competition The restaurant industry, and specifically the pizza restaurant industry, is intensely competitive with respect to price, service, location and food quality, and there are many well-established competitors with substantially greater brand recognition and financial and other resources than 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 relationship maintained between the franchisor and its franchisees. In general, there is also active competition for management personnel and attractive commercial real estate sites suitable for our restaurants. Employees In addition to our executive officers, as of 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 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. WE ARE NOT CURRENTLY PROFITABLE AND MAY NEVER BECOME PROFITABLE. We have a history of significant losses OUR CURRENT MANAGEMENT CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE LITTLE OR NO PARTICIPATION IN OUR Our current management WE MAY INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH CORPORATE GOVERNANCE AND ACCOUNTING 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 FUTURE Future Because our shares are deemed high risk IF A STEADY MARKET DEVLEOPS FOR OUR SECURITIES THERE COULD BE SIGNIFICANT VOLATILITY AND THE SECURITIES MAY NOT APPRECIATE IN 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. WE HAVE RAISED CAPITAL THROUGH THE USE OF CONVERTIBLE DEBT INSTRUMENTS THAT 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 ITEM None. ITEM 2. PROPERTIES. The Company maintains office facilities provided by our Chief Financial Officer. During 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 July 2018 New Carlisle February 2024 West Manchester December 2019 Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows: Year ended December 31, 2016 2017 2018 2019 Total 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. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. MARKET FOR 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 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 Price High Low Fiscal year ended December 31, 2015 Quarter ended December 31, 2015 Quarter ended September 30, 2015 Quarter ended June 30, 2015 Quarter ended March 30, 2015 Fiscal year ended December 31, 2014 Quarter ended December 31, 2014 Quarter ended September 30, 2014 Quarter ended June 30, 2014 Quarter ended March 30, 2014 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. 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. 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. 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. Overview Our operations RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, Total operating expenses were Other expenses were LIQUIDITY AND CAPITAL RESOURCES GENERAL. Overall, For the year ended December 31, CASH FLOWS FROM OPERATING ACTIVITIES. Net cash flow used in operating activities was CASH FLOWS FROM INVESTING ACTIVITIES. For the year ended December 31, CASH FLOWS FROM FINANCING ACTIVITIES. For the year ended December 31, For the year ended December 31, For the year ended December 31, 2014, cash flows used in investing activities was $4,482 primarily from equipment purchases for our restaurant locations. EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing options in 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 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, however we do issue convertible notes that are subject to changes in the market price of our common stock for conversions to 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. 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 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 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. 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 Due to the small size and limited financial resources, we have inadequate segregation of duties within accounting functions and results in an overall lack of internal This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no changes in the 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 Henry Fong 80 Chief Financial Officer, Principal Executive Officer, Principal Accounting Officer and Director June 2012 Significant employees NAME AGE POSITION SINCE Darren Dulsky 59 President and Chief Operating Officer of October 2013 Family relationships None. Business experience RONALD HEINEMAN 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, 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, 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, Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have 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 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 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 We currently have two executive officers, our Chief Executive Officer, Mr. Ronald Heineman, who is also our Principal Executive Officer and Mr. Henry Fong, who is our Chief Financial Officer and also our principal financial officer. Compensation discussion and analysis Summary Compensation Table SUMMARY COMPENSATION Name and principal position (a) Year (b) Salary ($) (c) Bonus ($) (d) Stock Awards ($) (e) Nonqualified (h) All Other Compensation ($) (i) Total ($) (j) Ronald 2015 0 0 0 0 0 0 2014 0 0 0 0 0 0 Henry Fong 2015 0 0 0 0 0 0 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 represented management compensation incurred in the first quarter of 2014. We have not entered into any other employment agreements with our employees, Officers or Directors. 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 No compensation is paid to the ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER The following table contains certain information as of Name of Number of Shares Beneficially Preferred Stock (2) Warrants Total Shares Beneficially Percent of Darren Dulsky (4) Ronald Heineman (3)(4) Henry Fong (2)(6) All Executive Officers and Directors as a Group _______________ (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. 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 Effective September 22, 2014, the ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Transactions with Related Persons 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, December 31, 2014 Beginning balance Advances, net Notes reclassified to non-related party 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 two 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 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. 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 Year Ended December 31 2015 (2) 2014 (2) Audit Fees (1) Audit-Related Fees (3) Tax Fees (4) All Other Fees (5) Total Accounting Fees and Services (1) Audit Fees (2) The amounts shown in (3) Audit-Related Fees (4) Tax Fees (5) All Other 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. PART IV ITEM 15. EXHIBITS Exhibits Exhibit Description 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) Bylaws (Incorporated by reference from Exhibit No. 3.2 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009) 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) 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) Certificate of Designation of Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Certificate of Designation of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 of the 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) 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) Asset Purchase Agreement (the 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) Certification of Principal Executive Officer Sec. 302 (Filed herewith) Certification of Principal Financial Officer Sec. 302 (Filed herewith) Certification of Chief Executive Officer Sec. 906 (Filed herewith) Certification of Chief Financial Officer Sec. 906 (Filed herewith) 101.INS XBRL Instance Document (Filed herewith) 101.SCH XBRL Schema Document (Filed herewith) 101.CAL XBRL Calculation Linkbase Document (Filed herewith) 101.DEF XBRL Definition Linkbase Document (Filed herewith) 101.LAB XBRL Label Linkbase Document (Filed herewith) 101.PRE XBRL Presentation Linkbase Document (Filed herewith) 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) Dated: July 21, 2016 By: /s/ Ronald Heineman Ronald Heineman Chief Executive Officer and /s/ Henry Fong Henry Fong Chief Financial Officer and 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. Dated: July 21, 2016 By: /s/ Ronald Heineman Ronald Heineman Director /s/ Henry Fong Henry Fong Director GREENFIELD FARMS FOOD, INC. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting F-1 Consolidated Balance Sheets at December 31, F-2 F-3 Consolidated Statement of Shareholders' Deficit as of December 31, F-4 F-5 Notes to Consolidated Financial Statements F-6 – 25 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of We have audited the accompanying consolidated balance sheets We conducted our 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, As discussed in Note KLJ & Associates, LLP Edina, MN July 20, 2016 GREENFIELD FARMS FOOD, INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, ASSETS Current Assets Cash and cash equivalents Credit card receivables Inventory Deferred charges Total Current Assets Property and Equipment Equipment, computer hardware and software Accumulated depreciation Property and equipment, net Other Assets Security deposits Total Assets LIABILITIES AND STOCKHOLDERS' DEFICIT Liabilities Current Liabilities Accounts payable $ Accrued wages and payroll expenses Accrued interest Accrued interest – related parties Accrued interest – convertible notes payable Derivative liability Notes payable Notes payable – related parties Convertible notes payable, net of debt discount Total Liabilities Stockholders' Deficit Preferred stock, par value $.001 50,000,000 shares authorized; 96,623 series A convertible shares issued and outstanding 44,000 series B convertible shares issued and outstanding 1,000 series D shares issue and outstanding Common stock, par value $.001 3,950,000,000 shares authorized; 719,614,372 and 4,930,736 shares issued and outstanding, respectively Warrants Additional paid-in capital Accumulated deficit Total Stockholders' Deficit Total Liabilities and Stockholders' Deficit The accompanying notes are an integral part of these consolidated financial statements. GREENFIELD FARMS FOOD, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, 2015 2014 Sales Food and beverage Vending receipts Total sales Cost of Goods Sold Gross Profit Operating Expenses Telephone and utilities Legal, accounting and professional fees Rent Advertising Repairs and maintenance Bank and credit card processing charges Wages and taxes Depreciation Other Total Operating Expenses Loss From Operations Other Expenses (Income) Interest expense Derivative expense Change in derivative liability Loss on conversion of debt Amortization expense on discount of debt Total Other Expenses (Income) Loss Before Provision for Income Tax Provision for Income Tax Net Income (Loss) Weighted Average Number of Shares Outstanding: Basic and Diluted Net Loss per Share: Basic and Diluted The accompanying notes are an integral part of these consolidated financial statements. GREENFIELD FARMS FOOD, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 Preferred stock Common stock Additional Accumulated Total stockholders' Shares Par value Shares Par value Warrants capital deficit deficit Balance at December 31, 2013 (Restated) Issuance of common stock to convertible noteholders Beneficial conversion feature recroded for convertible debt Issuance of series D preferred stock Net loss Balance at December 31, 2014 (Restated) Issuance of common stock to convertible noteholders Issuance of common stock to round up reverse split Net loss Balance at December 31, 2015 The accompanying notes are an integral part of these consolidated financial statements. 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 Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation Amortization of deferred financing costs Amortization of discount on debt Change in derivative liability Initial derivative liability expense Loss on conversion of debt Convertible notes issued for services Changes in Assets and Liabilities: Decrease in prepaid expense Increase in inventory Increase in accounts receivable (Increase) decrease in deferred debt charges Decrease in credit card receivable Decrease in security deposits (Decrease) increase in accounts payable Increase (decrease) in accrued expenses Net Cash used in Operating Activities Cash Flows from Investing Activities: Purchase of property and equipment Net Cash Provided by (Used in) Investing Activities Cash Flows from Financing Activities: Proceeds from notes payable - related parties Proceeds from notes payable Proceeds from convertible notes payable Payments of notes payable - related parties Payments of notes payable Payments on convertible notes payable Net Cash Provided by Financing Activities Net Increase in Cash and Cash Equivalents Cash and Cash Equivalents – Beginning Cash and Cash Equivalents End of Period Supplemental Cash Flow Information: Cash paid for interest Cash paid for income taxes Non-Cash Investing and Financing Activities: Interest accrued on convertible notes Debt discount from fair value of embedded derivatives Common stock issued for covertible notes and accrued interest Accounts payable cancelled in exchange for convertible notes The accompanying notes are an integral part of these consolidated financial statements. NOTE 1 – NATURE OF BUSINESS Greenfield Farms Food, Inc. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements for the For SEC reporting purposes, 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 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 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 The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts 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 Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the 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 Credit risk adjustments are applied to reflect the 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 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 records revenue when all 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 determinable, and (4) collectability of the related customer receivable is reasonably assured. 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, Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Derivative The Company follows ASC 815-40, Derivatives and Hedging, Contracts in 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 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 Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the NOTE 3 – INVENTORIES Inventories consist of food and beverages, and are stated at the lower of cost, or market. NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment is recorded at cost and consisted of the following at December 31: 2015 2014 Equipment Less: Accumulated depreciation Property and equipment, net Depreciation expense was NOTE 5 – 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. 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, December 31, 2014 Beginning balance Advances, net Notes reclassified to non-related party NOTE 7 – CONVERTIBLE NOTES PAYABLE 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 On August 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 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. 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 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. 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. On August 21, 2012, the Company issued a convertible promissory note in the amount of 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, 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 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 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 In November 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. 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 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. Total interest expense on these notes was A summary of debentures payable as of December 31, 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 2015 note issuances Note discount Total 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 2014 note issuances Note discount Total NOTE 8 – DERIVATIVE LIABILITY The beneficial conversion feature included in the notes that became convertible during the year ended December 31, 2015 resulted in initial 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 Stock price at convertible date Expected life (years) Risk free interest rate Volatility Initial derivative value The beneficial conversion feature for notes that became convertible in 2014 resulted in initial debt discounts of $239,600 and an initial loss on the valuation of the derivative liabilities of $504,615 based on the initial fair value of the derivative liabilities of $265,015. 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 1/9/14 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 Stock price convertible date Expected life (years) Risk free interest rate Volatility Initial derivative value At December 31, Note convertible date 8/25/15 10/1/15 10/19/15 11/5/15 Matured Note amount Stock price at convertible date Expected life (years) Risk free interest rate Volatility 12/31/15 derivative value 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 Note convertible date 3/3/14 10/7/14 Matured Note amount Stock price at convertible date Expected life (years) Risk free interest rate Volatility 12/31/14 derivative value NOTE 9 – CAPITAL STOCK Common Stock The Company has authorized Effective February 20, 2015, the Company effected a 1 for 2015 Common Stock Issuances During the year ended December 31, 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. 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 December 31, 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. Warrants In connection with the acquisition in 2013 of the assets of A summary of the activity of the Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at December 31, 2013 Granted Expired/Cancelled Exercised Outstanding and exercisable at December 31, 2014 Granted Expired/Cancelled Exercised Outstanding and exercisable at December 31, 2015 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, Exercise price range Number of warants outstanding Weighted-average exercise price Weighted-average remaining life 2.8 years 2.8 years 2.8 years 2.8 years 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 2017 2018 2019 Total Rent expense was NOTE 11 – RELATED PARTY TRANSACTIONS As more fully disclosed in Note 5 – Notes Payable Related Parties, certain officers, directors and stockholders have loaned the Company funds from time-to-time. Information regarding these loans can be found in Note 6. NOTE 12 – GOING CONCERN NOTE 13 – INCOME TAXES As of December 31, 2015 2014 Net Operating Loss Benefit for income taxes computed using the statutory rate of 34% Permanent Differences Change in valuation allowance Provision for income taxes Significant components of the Company's deferred tax liabilities and assets at December 31, 2013 and 2012 are as follows: 2015 2014 Total deferred tax assets Valuation allowance NOTE 14 – SUBSEQUENT EVENTS During the In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 20132015__________ to __________.GREENFIELD FARMS FOOD, INC.(Name of small business issuer in its charter)NEVADA26-290956133401Registrant’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: xo¨o¨o¨x as of March 31, 2014 was $645,232,$3,172,763, based on the last sale price of the issuers common stock ($0.00120.0034 per share) as reported by the OTCQB.652,840,771933,336,455 shares of common stock outstanding as of May 30, 2014.2011.2011. In October 2013, we entered into an Asset Purchase Agreement (the “Agreement”"Agreement") with COHP, LLC, through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela’sCarmela's Pizzeria through a newly formed wholly-owned subsidiary Carmela’sCarmela'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’sCarmela's has been noted in Dayton Daily News as one of “The"The Best Pizzerias”Pizzerias" in Dayton.Carmela’sCarmela's Pizzeria assets and liabilities were acquired in exchange for 1,000 shares of our newly issued Series C Convertible Preferred Stock (“("Series C”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: 17,988,64859,962 at $0.015; 17,988,647$3.00; 59,962 at $0.02;$6.00; and 17,988,64759,962 at $0.025.$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.Carmela’sCarmela's Pizzeria, we operated as a consumer and wholesale driven producer of grassfed beef. The Company had 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 represented over 2500 acres in pasture under management and approximately 2000 head of cattle at its peak.On March 12, 2013, Greenfield announced that we were beginning a new licensing program for our "Greenfield Farms Grassfed Beef" trademark, which we believed would allow us to expand our business and enhance market and brand presence. With this program, we phased 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 products. The Company believed the trademark licensing concept allows for more rapid market penetration with less risk and the ability to more easily ascertain assumed returns. Greenfield signed its first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it became non-exclusive. The management of Hill Meadow Foods is headed by former Greenfield Chief Executive Officer, Mr. Larry Moore. This agreement proved unsuccessful and we have not yet identified other potential licensors through which to continue such agreements. Currently, we do not intend to move forward with this program in light of the acquisition of the operations of Carmela’s Pizzerias.2Carmela’sCarmela's Pizzeria, although no further agreements have been reached.With the acquisition of Carmela’s Pizzeria operations, our business operations moving forward will focus on the operations of the existing three restaurants and we are presently formulating plans to begin offering franchise opportunities later in 2014.Carmela’sCarmela's is treated as the continuing reporting entity that acquired GRAS as a result of the Carmela’sCarmela's acquisition transaction. The quarterly and annual reports filed after the transaction, beginning with this report, have been prepared as if Carmela’sCarmela's (accounting acquirer) were the legal successor to the Company’sCompany'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’sCarmela'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’sCarmela's have been retroactively adjusted to reflect the legal capital structure of the CompanyCompany..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 · Carmela’sCarmela's Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill.· Carmela’sCarmela's Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out.carry-out; as well as a drive-thru in certain locations.one of our locations currentlymay offer a “Carmela’s Treats”"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.We recentlyare currentlyhave been working on creating a franchising concept presently planned to involve three separate business elements including:· Carmela’sCarmela's Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill.· Carmela’sCarmela's Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out.· Carmela’sCarmela's Pizzeria delivery and carry-out model similar to those of the leading pizza delivery chains.chains and drive-thru access in some cases.there are plans for a Carmela’sthe catering division is envisioned as a separate business unit that prospective franchisees may add to build sales and profits. A Carmela’sCarmela's Treats walk-up window concept may also be added providing a separate profit center offering ice cream desserts. We are currentlyWhile we began working on the initial phase of the national franchising program, includingthe 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 (“FDD”("FDD"), the legal document presented to prospective franchise buyers in the presale process. In addition, candidate review and screening for a national franchise director has commenced in 2015 but not yet been completed as of the filing of this report.report. The Company is also workingidentified 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..3during 2014.during 2014.(“FTC”("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 us.us. Competitors include a large number of easily recognizable international, national and regional restaurant and pizza chains, as well as local restaurants and pizza operators. Some of our competitors may be better established in the markets where our restaurants are or may eventually be located. Within the pizza segment of the restaurant 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"take and bake”bake" concept offerings.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.4March 31, 2014June 16, 2016 we had twelvetwenty-three full-time and thirty-threesixteen part-time employees at our four Company owned restaurants. None of our employees are currently covered by collective bargaining agreements.CONCERN6 with our grassfed beef operations and expect to incur additional losses and negative operating cash flow for the foreseeable future as 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 our franchising plans, we may continue to incur losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures and those expenses may 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.5BUSINESS effectively control the company through ownership of our convertible preferred stock. As a result, they will have significant and potentially total control over all matters requiring approval by our stockholders without the approval of minority stockholders in some cases. They would beare also 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.REQUIREMENTSREQUIREMENTS..7 “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.6SALESISSUANCES 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 PRICEsalesissuances 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.“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.VALUE8 7CAUSESCAUSE SUBSTANTIAL DILUTION TO OUR STOCKHOLDERS.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, 2013,2015, we had approximately $260,000$352,000 in convertible debt outstanding. This convertible debt balance as well as any additional convertible debt we incur in the future is very likely to cause substantial and sustained dilution to our current stockholders.1 B.1B. UNRESOLVED STAFF COMMENTS2013,2014 and 2015, there were no 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. Sq FtLease End2,400 Park Layne3,700 MarchSpringboro2,000 November 2016Year ended December 31, 2014 $ 64,500 2015 61,500 2016 60,800 2017 35,250 Total $ 222,050 $ 57,600 58,350 51,450 43,200 $ 210,600 9 · · · · 8REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.“GRAS""GRAS".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. On October 31, 2013,February 23, 2015, we executed a 1 for 100300 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, 2013 Quarter ended December 31, 2013 $ 0.03 $ 0.001 Quarter ended September 30, 2013 $ 0.07 $ 0.01 Quarter ended June 30, 2013 $ 0.36 $ 0.02 Quarter ended March 30, 2013 $ 0.70 $ 0.10 Fiscal year ended December 31, 2012 Quarter ended December 31, 2012 $ 0.75 $ 0.10 Quarter ended September 30, 2012 $ 0.74 $ 0.12 Quarter ended June 30, 2012 $ 4.00 $ 0.45 Quarter ended March 30, 2012 $ 5.60 $ 2.70 $ 0.0002 $ 0.00005 $ 0.005 $ 0.00005 $ 0.006 $ 0.001 $ 0.04 $ 0.001 $ 0.18 $ 0.03 $ 0.30 $ 0.06 $ 0.84 $ 0.24 $ 1.80 $ 0.30 10 Our9information.information11 · · · · · · Our reputation.With the acquisition of the operation of Carmela’s Pizzeria in October 2013, our now consist of Pizzeria’s,Pizzeria, which 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 and sports grills in select stores. Carmela’sCarmela's has been noted in Dayton Daily News as one of “The"The Best Pizzerias”Pizzerias" in Dayton.Effective with the acquisition, Carmela’s is treated as the continuing reporting entity that acquired the Company. 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 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.1020132015 AND 2012$520,850$725,227 for the year ended December 31, 20132015 as compared to a loss of $183,019$1,041,117 for the year ended December 31, 2012.2014. Our gross sales in 20132015 were $1,189,471$1,661,591 with cost of goods sold of $955,848$1,420,002 for a gross profit of $233,631.$241,589. This compared to gross revenues of $1,339,660, costs$1,603,488 with cost of goods sold of $1,207,109 and$1,345,423 for a gross profit of $132,551$258,065 for the year ended December 31, 2012.2014. Our sales in the 20132015 period decreased $150,181,increased $58,103, or approximately 11%4% in 2015 versus 2014. Our sales in the 2014 period increased $414,009, or approximately 35% versus 2013 versus 2012primarily as a result of Carmela’s relocating the Eaton store to Centerville and two monthsaddition of lost sales associated with that relocation. However, the costBrookville location. Cost of goods sold decreasedincreased by approximately 21% so5%, which was in line with the gross profit as a percentage of total sales increased to just under 20% in 2013 from approximately 10% in 2012. This resulted in large part from increased attention by Carmela’s to shift management and employee overhead along with measures to reduce food costs associated with waste at its buffet restaurants.increase.12 $455,426$628,368 for the year ended December 31, 20132015 versus $315,078$631,900 for the year ended December 31, 20122014 resulting in loss from operations of $221,795$382,353 and $182,527$373,835 in the 20132015 and 20122014 periods, respectively. The single mostMuch like the sales increase, these numbers remained fairly consistent from 2015 to 2014 with no significant factor forvariations in any one area of expense. There was a slight decrease in wages and taxes with the increaseclosing of a location in operating expenses was the consolidation of the operations of Carmela’s with that of the Company and the costs of operating a publicly traded entity. This included $10,000 in stock based compensation and a roughly $60,000 increase in legal, accounting and professional fees that are primarily related to the Carmela’s acquisition.$299,055$338,448 for the year ended December 31, 20132015 as compared to $492$667,282 for the year ended December 31, 2012.2014. This significant increase isdecrease was due primarily to the addition of convertible promissory notes in the 2013 period with the combination of Carmela’s and the Company, as Carmela’s had no convertible debt prior to the transaction in October 2013. The primarylower expense for the correspondingchange in derivative liability includes derivative expense of $193,079, and amortization of expense on discount of debt of $29,314 along with lower costs for loss on conversionconversions of debt and fewer notes becoming convertible in 2015 for lower amortization of $130,642. Thisthe debt discount. The decreased expense will continue in future periods as the Company continues to issuefrom convertible notes and those notes experience changes inthe corresponding derivative liabilities with changesis 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 market priceamount of convertible debt as well as notes being converted will continue to affect the Company’s common stock; and those notes are converted at discounts to market causing losses on conversion.wethe Company had a net loss of $520,850$725,227 for the year ended December 31, 2013 as compared to $183,019 for the year ended December 31, 2012.2015. During the year ended December 31, 2013,2015, we had cash flow used by operations of $117,546,$297,918, net cash used in investing activities of $28,233,$26,543, and cash flows provided by financing activities of $146,712.$319,041. At December 31, 2013,2015, our cash balance was $5,022.2012, we2014, the Company had a net loss of $183,019$1,041,177 with cash flow used by operations of $148,831,$381,935, net cash provided byused in investing activities of $0,$4,482, and cash flows provided by financing activities of $151,728.$441,238. At December 31, 2012,2014, our cash balance was $4,089.$117,546$297,918 which was primarily attributable to our net loss of $520,850,$725,227, offset by non-cash adjustments to derivative liabilities from convertible notes payable totaling $219,475 as well as $10,000 in expense for stock issued for services and $130,642 for loss on conversion of debt.$294,129. The adjustments to reconcile the net loss to net cash for the period ended December 31, 2013 also included depreciation expense of $18,093$24,267 and changes in asset and liabilities of $(54,488).2013,2014, cash flows used in investing activities was $28,233 primarily$26,543 from $22,985 in equipment purchases forand improvements to our restaurant locations.2013,2015, cash flows from financing activities were $146,712,$319,041 which consisted of proceeds from issuance of notes and convertible notes payable totaling 183,882$128,400 that was offset by distribution 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 members of COHP prior to the transaction between the Company and Carmela’s of $31,500 as well as payments on capital leases of $5,670.2012,2014, we had cash used in operating activities of $148,831$381,935 including $17,725$22,014 in depreciation expense along with a total of $16,463$(41,974) from changes in assets and liabilities and $653,142 in non-cash expense relating to derivative liabilities.11$151,728$441,238 for the year ended December 31, 2014, primarily from proceeds from various notes payable from related parties totaling $164,172.$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 20142016 as we look to secure additional funds to both stabilize and grow our business operations and work on franchising efforts for Carmela’s.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 will most likelyalmost certainly need to rely on debt financing that is convertible into shares of our common stock that 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.2014.equity.equity. Accordingly, as of December 31, 2013,2014, we had $204,871$240,000 face value of convertible debentures bearing anfixed interest raterates 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.“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, 2013,2015, 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.12Management’s14 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:“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.control.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.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.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.1315 POSITION57 78In 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.POSITIONSINCE 55Carmela’sCarmela's Pizzeria October 2013Carmela’sCarmela'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 easteteestate including Wendy’sWendy's and Frisch's Big Boy franchises.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 the CEO and Chief Restructuring Officer of General Employment enterprises, a [publicy traded human resources company, from October 2008 to November 2009. 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.1416 2011 and was re-appointed its CEO in January 2014.2011. SurgLine is a publicly traded company that sources and distributes high quality FDA approved medical and surgical products at discount prices. 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 was 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.property. 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.", 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’sCarmela's concept and opened the first location in 2004. Mr. Dulsky attended Sinclair Community College.1517 ·····General18 TABLE(1)Name and principal position (a) Ronald Heineman 2013 0 0 0 0 0 0 CEO 2012 0 0 0 0 0 0 Henry Fong 2013 0 0 0 0 0 0 CFO 2012 0 0 0 0 0 0 (1)Unless stated otherwise, the business address for each person named is c/o Greenfield Farms Food, Inc. As a result of the acquisition of Carmela’s effective October 1, 2013 and Carmela’s being considered the accounting acquirer for purposes of the Company’s financial reporting, the compensation presented herein reflects that of Carmela’s Pizzeria operations for 2012 and 2013 with the addition of the Company’s compensation for the period from October 1, 2013 to December 1, 2013.
Deferred Compensation Earnings ($)
HeinemanCEO CFO 16Company’sCompany's directors for their services as a director of the Company.19 MAMATTERSTTERSMarch 31, 2014June 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. Preferred Stock(2) Warrants Darren Dulsky (3) 24,883,823 0 25,633,821 50,520,644 8.2 % Ronald Heineman (3)(4) 24,883,823 0 25,633,821 50,520,644 8.2 % Chief Executive Officer Henry Fong (2)(5) 0 70,715 0 0 % Chief Financial Officer 24,883,823 70,715 25,633,821 50,520,644 8.2 % __________
Beneficial Owner
Owned (1)
Owned
Class82,947 0 85,446 168,393 0.02 %
Chief Executive Officer82,947 1,000 85,446 168,933 0.02 %
Chief Financial Officer0 70,715 0 0 %
(2 persons) (2)(3)(4)(5)(6)82,947 71,715 85,446 168,933 0.02 % (1) As of March 31, 2014, 587,460,867 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.2017(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, 2013. Each share of Series A Preferred is convertible into 70 shares of common stock. If all shares of Series A Preferred were to be converted to shares of common stock as of December 31, 2013, a total of 6,763,610 shares would be issued to the holders of the Series B Preferred including 4,950,050 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) Includes warrants exercisable until October 2018 at the following exercise prices: 8,544,607 at $0.015; 8,544,607 at $0.02; and 8,544,607 at $0.025.(4) Includes 24,883,823 shares held by a trust owned by Mr. Heineman’s spouse.(5) Includes 70,715 shares of Series A Preferred Stock owned by a company controlled by Mr. Fong's spouse.The shares issued inacquisitionBoard of Carmela’s resulted in a change-in-controlDirectors of the Company in October 2013.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; 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.20132015 and 20122014 for all loans from officers of the Company and other related parties is as follows: December 31, 2013 2012 Beginning balance $ 471,578 $ 307,406 Advances, net 173,882 164,172 Notes assumed in recapitalization 31,200 - Assumed by member of COHP (575,972 ) - $ 100,688 $ 471,578 2015 $ 321,591 $ 100,687 193,341 220,904 (31,000 ) - $ 483,932 $ 321,591 18“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.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 yearsyear ended December 31, 2013 and 2012.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 $ 22,800 $ 21,750 - - - - - - Total Accounting Fees and Services $ 22,800 $ 21,750 $ 27,800 $ 27,800 - - - - - - $ 27,800 $ 27,800 statements.20122013 and 20132014 relate to (i) the audit of our annual financial statements for the fiscal years ended December 31, 20122013 and 20132014 and (ii) reviews of our quarterly financial statements and include fees forstatements. For the year ended December 31, 2014, $2,600 of the audit of Carmela’s in 2012 in additionfees were paid to thatSilberstein Ungar, PLLC for their review of the Company.Company's first quarter financial statements prior to their resignation as the Company's auditor.192022
Number3.1 3.2 3.3 4.1 4.2 Registrant’sRegistrant's Quarterly Report on Form 10-Q for the period ended September 30, 2013 filed on November 14, 2013)4.3 Registrant’sRegistrant's Current Report on Form 8-K filed on November 4, 2013)4.4 10.1 10.2 “Agreement”"Agreement") by and among COHP, LLC, an Ohio limited liability corporation (“COHP”("COHP"); and Carmela’sCarmela's Pizzeria CO, Inc., a Colorado corporation (“Carmela’s CO”("Carmela's CO"), and its parent Greenfield Farms Food, Inc., a Nevada corporation (“Greenfield”("Greenfield") dated October 29, 2013 (Incorporated by reference to Exhibit 4.1 of the Registrant’sRegistrant's Current Report on Form 8-K filed on November 4, 2013)14.1 31.1 31.2 32.1 32.1 ** ** ** ** ** **** 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.2123 (Registrant)Date: June 16, 2014By:
Principal Executive OfficerBy:
Principal Financial OfficerDate: June 16, 2014By: 24 Ronald Heineman DirectorBy:/s/ Henry FongHenry FongDirector22FirmFirmsF-120132015 and 20122014F-220132015 and 20122014F-320132015 and 2014F-420132015 and 20122014F-5F-17F-2023Silberstein Ungar, PLLC CPAs and Business Advisors Phone (248) 203-0080Fax (248) 281-094030600 Telegraph Road, Suite 2175Bingham Farms, MI 48025-4586www.sucpas.comReport of Independent Registered Public Accounting FirmWest Palm Beach, Floridaof GreenfieldofGreenfield Farms Food, Inc. (the “Company”) as of December 31, 20132015 and 20122014 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.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.20132015 and 2012 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. 12(12) to the consolidated financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional 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 12.(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, PLLCBingham Farms, MichiganJune 12, 2014F-1/s/ KLJ & Associates, LLP CONSOLIDATED BALANCE SHEETS ASSETS Current Assets Cash and cash equivalents $ 5,022 4,089 Prepaid expense 3,691 704 Credit card receivables 4,918 2,391 Inventory 8,486 8,472 Deferred charges 4,361 - Total Current Assets 26,478 15,656 PROPERTY AND EQUIPMENT Equipment, computer hardware and software 148,390 120,179 Accumulated depreciation (72,806 ) (51,294 ) Property and equipment, net 75,584 68,885 Other Assets Security deposits 5,603 2,200 Total Assets $ 107,665 $ 86,741 LIABILITIES AND STOCKHOLDERS' DEFICIT Liabilities Current Liabilities Checks written in excess of bank balance $ 13,555 $ - Accounts payable 99,009 39,905 Accrued wages and payroll expenses 23,753 25,706 Accrued interest 9,742 - Accrued interest – related parties 9,641 - Accrued interest – convertible notes payable 19,290 - Current portion of capital lease payable - 5,670 Derivative liability 251,137 - Notes payable 50,000 - Notes payable – related parties 100,687 471,578 Convertible notes payable, net of debt discount 204,871 - Total Liabilities 781,685 542,859 Stockholders’ Deficit Preferred stock, par value $.001 50,000,000 shares authorized; 96,623 series A convertible shares issued and outstanding (2013) 97 - 44,000 series B convertible shares issued and outstanding (2013) 44 - Common stock, par value $.001 950,000,000 shares authorized; 145,732,680 and 0 shares issued and outstanding, respectively 145,733 - Warrants 507,280 - Additional paid-in capital - - Accumulated deficit (1,327,174 ) (456,118 ) Total Stockholders' Deficit (674,020 ) (456,118 ) Total Liabilities and Stockholders’ Deficit $ 107,665 $ 86,741 F-1
2015
2014$ 54,423 59,843 4,459 3,726 25,309 29,734 1,834 4,063 86,025 97,366 178,771 152,871 (118,443 ) (94,819 ) 60,328 58,052 4,128 4,128 $ 150,481 $ 159,546 72,869 $ 93,883 23,444 9,695 32,342 13,742 - 12,153 48,194 18,134 572,565 266,162 81,300 50,200 483,932 321,591 319,384 221,994 1,634,030 1,007,554 97 97 44 44 1 1 719,614 4,931 507,280 507,280 382,933 1,007,930 (3,093,518 ) (2,368,291 ) (1,483,589 ) (848,008 ) $ 150,481 $ 159,546 F-2GREENFIELD FARMS FOOD, INC.CONSOLIDATED STATEMENTS OF OPERATIONSF-2 Year ended Year ended December 31, December 31, 2013 2012 Sales Food and beverage $ 1,184,841 $ 1,322,847 Vending receipts 4,638 16,813 Total sales 1,189,479 1,339,660 Cost of Goods Sold 955,848 1,207,109 Gross Profit 233,631 132,551 Operating Expenses Telephone and utilities 92,408 71,299 Legal, accounting and professional fees 62,768 2,806 Rent 64,895 72,096 Advertising 49,323 31,243 Repairs and maintenance 27,533 50,273 Bank and credit card processing charges 24,481 21,286 Wages and taxes 33,043 - Stock based compensation 10,000 - Depreciation 18,093 17,725 Other 72,882 48,350 Total Operating Expenses 455,426 315,078 Loss From Operations (221,795 ) (182,527 ) Other Expenses (Income) Interest expense (2,801 ) 492 Derivative expense 193,079 - Change in Derivative Liability (51,179 ) - Loss on Conversion of Debt 130,642 - Amortization expense on discount of debt 29,314 - Total Other Expenses (Income) 299,055 492 Net Loss $ (520,850 ) $ (183,019 ) Weighted Average Number of Shares Outstanding: Basic and Diluted 22,773,789 53,965,942 Net Loss per Share: Basic and Diluted $ (0.02 ) $ (0.00 ) $ 1,646,269 $ 1,594,058 15,322 9,430 1,661,591 1,603,488 1,420,002 1,345,423 241,589 258,065 90,380 96,280 132,989 124,497 75,000 73,483 13,697 19,386 26,083 30,677 28,700 31,779 97,354 104,035 24,267 22,014 139,898 129,749 628,368 631,900 (386,779 ) (373,835 ) 54,260 24,689 419,475 265,015 (362,572 ) (489,590 ) - 590,279 227,285 276,889 338,448 667,282 (725,227 ) (1,041,117 ) - - $ (725,227 ) $ (1,041,117 ) 187,544,227 2,330,889 $ (0.00 ) $ (0.45 ) F-3GREENFIELD FARMS FOOD, INC.CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICITF-3FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013 Preferred stock Common stock Additional paid-in Accumulated Total stockholders' Shares Par value Shares Par value Warrants capital deficit deficit Inception - $ - 0 $ - $ $ 0 $ - $ - Balance at January 1, 2012 - - - (268,094 ) (268,094 ) Distributions (5,005 ) (5,005 ) Net loss for year ended December 31, 2012 - - - - - - (183,019 ) (183,019 ) Balance at December 31, 2012 - - - - (456,118 ) (456,118 ) Distributions (31,500 ) (31,500 ) Liability assumed by member of COHP, LLC 575,973 575,973 Issuance of conv Pref C shs & warrants to acquire COHP membership interests 1,000 1 507,280 1,079,318 1,586,599 Conversion of Pref C shs to common stock to accomplish change in control (1,000 ) (1 ) 53,965,942 53,966 53,965 Recapitalization/Merger 140,623 141 9,498,413 9,498 (1,184,663 ) (894,679 ) (2,069,703 ) October 2013 common stock issued for services - - 500,000 500 9,500 - 10,000 October through December 2013, issuance of common stock to convertible noteholders - - 81,768,325 81,768 95,845 - 177,613 Net loss - - - - - - (520,850 ) (520,850 ) Balance at December 31, 2013 140,623 $ 141 145,732,680 $ 145,733 $ 507,280 $ - $ (1,327,174 ) $ (674,020 )
paid-in140,623 141 485,776 486 507,280 145,247 (1,327,174 ) (674,020 ) - - 4,444,960 4,445 - 272,405 - 276,850 - - - - - 590,279 - 590,279 1,000 1 - - - (1 ) - - - - - - - - (1,041,117 ) (1,041,117 ) 141,623 $ 142 4,930,736 $ 4,931 $ 507,280 $ 1,007,930 $ (2,368,291 ) $ (848,008 ) - - 714,682,976 714,682 - (624,996 ) - 89,686 - - 660 1 - (1 ) - - - - - - - - (725,227 ) (725,227 ) 141,623 $ 142 719,614,372 $ 719,614 $ 507,280 $ 382,933 $ (3,093,518 ) $ (1,483,549 ) F-4GREENFIELD FARMS FOOD, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSF-4 Year ended Year ended December 31, December 31, 2013 2012 Cash Flows from Operating Activities Net loss for the period $ (520,850 ) $ (183,019 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation 18,093 17,725 Amortization of deferred financing costs 3,261 - Amortization of discount on debt 29,314 - Change in Derivative Liability (51,179 ) - Initial derivative liability expense 193,079 - Loss on Conversion of Debt 130,642 - Convertible note issued for services 45,000 - Stock baesd compensation 10,000 - Changes in Assets and Liabilities Decrease in prepaid expense 1,163 158 (Increase) in inventory (14 ) (1,897 ) (Increase) in credit card receivable (2,527 ) (2,391 ) Decease in security deposits 2,200 - Increase in checks written in excess of cash balance 13,555 - Increase in accounts payable 14,761 392 (Decrease) increase in accrued wages and payroll expenses (1,953 ) 20,201 Increase in accrued interest 1,008 - Increase in accrued interest – related parties 630 - Increase in accrued interest – convertible notes payable (3,728 ) - Net Cash used in Operating Activities (117,545 ) (148,831 ) Cash Flows from Investing Activities: Purchase of property and equipment (22,986 ) - Payment of security deposit (5,300 ) - Cash received in merger 52 - Net Cash Provided by (Used in) Investing Activities (28,234 ) - Cash Flows from Financing Activities: Proceeds from notes payable - related parties, net 173,882 164,172 Payments on capital leases (5,670 ) (7,439 ) Payment of distributions to members (31,500 ) (5,005 ) Proceeds from convertible notes payable 10,000 - Net Cash Provided by Financing Activities 146,712 151,728 Net Increase in Cash and Cash Equivalents 933 2,897 Cash and Cash Equivalents – Beginning 4,089 1,192 Cash at End of Period $ 5,022 $ 4,089 Supplemental Cash Flow Information: Cash paid for interest $ 337 $ - Cash paid for income taxes $ - $ - Non-Cash Investing and Financing Activities: Accrued interest $ (6,800 ) $ - Convertible notes $ (143,500 ) $ - Common stock issued for covertible notes and accrued interest $ 46,970 $ - Accounts payable cancelled in exchange for convertible note $ 9,300 $ - Convertible notes $ 18,000 $ - $ (725,227 ) $ (1,041,117 ) 24,267 22,014 9,941 10,549 227,285 276,889 (362,572 ) (489,590 ) 419,475 265,015 - 590,279 50,000 26,000 - 3,691 4,425 (21,248 ) (733 ) - (7,713 ) 299 - 1,192 - 1,475 10,486 (18,681 ) 52,448 (8,702 ) (297,918 ) (381,935 ) (26,543 ) (4,482 ) (26,543 ) (4,482 ) 354,045 520,588 300 200 128,100 226,600 (160,704 ) (299,685 ) (2,700 ) - - (6,465 ) 319,041 441,238 (5,420 ) 54,821 59,843 5,022 $ 54,423 $ 59,843 $ 1,851 $ 1,851 - $ - $ 32,258 $ 16,002 $ 249,500 $ 226,600 $ 89,686 $ 867,129 $ 31,500 $ 26,000 F-5GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013F-5 (“GRAS”("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 (the “Agreement”"Agreement") with COHP, LLC (”COHP”("COHP") through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela’sCarmela's Pizzeria (“Carmela’s”("Carmela's") through a newly formed wholly-owned subsidiary Carmela’sCarmela's Pizzeria CO, Inc. COHP, LLC was formed on May 1, 2011, under the laws of the State of Ohio. Carmela's Pizzeria presently has fourthree 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.The Carmela’s Pizzeria assets and liabilities were acquired in exchange for 1,000 shares of the Company’s Series C Convertible Preferred Stock (“Series C”) that converted on October 31, 2013 into 53,965,942 shares of the Company’s 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 the Company’s common stock for a period of five years in the amounts and exercise prices as follows: 17,988,648 at $0.015; 17,988,647 at $0.02; and 17,988,647 at $0.025.year endingyears ended December 31, 20132015 and 2014 include the accounts of Carmela’s for the full year and the Company from October 1, 2013 through December 31, 2013. For the year ended December 31, 2012 the consolidated financial statements includes only Carmela’s. All of the intercompany accounts have been eliminated in consolidation. Certain reclassifications to amounts reported in the December 31, 2012 consolidated financial statements have been made to conform to the December 31, 2013 presentation. The balance sheet as of December 31, 2012 is derived from Carmela’s audited financial statements.Carmela’sCarmela's is treated as the continuing reporting entity that acquired GRAS. The reports filed after the transaction have been prepared as if Carmela’sCarmela's (accounting acquirer) were the legal successor to the Company’sCompany'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’sCarmela'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’sCarmela's have been retroactively adjusted to reflect the legal capital structure of the Company pursuant to FASB ASC 805-40-45-1.COHP, LLCformed on May 1, 2011, under the lawsno change in authorized shares of the StateCompany. The number of Ohio.(“GAAP”("GAAP" accounting). The Company has adopted a December 31 fiscal year end.F-6GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013Company’sCompany's estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange.F-6 (“("observable inputs”inputs") and the reporting entity’sentity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (“("unobservable inputs”inputs").“exit price”"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”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.comprised of convertible notes payable fall under Level 2.Company’sCompany'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’sCompany's own credit risk as observed in the credit default swap market.F-7GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013F-7 2013,2015 and 2014, the Company hashad not issued any stock-based payments to its employees.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. As of December 31, 20122015 and 20132014 there were warrants outstanding to purchase 53,965,942179,886 shares of common stock.F-8GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013financial instrumentsEntity’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.has adjusted the fair value of the derivative liabilities at both December 31, 20132015 and 2014 and recorded a loss related to the change in the value of the derivative liability of $25,166$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, 2013.F-8 Company’sCompany's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $49,323$13,697 and $31,423$19,386 during the years ended December 31, 20132015 and 2012,2014, respectively.In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): “Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists (A Consensus the FASB Emerging Issues Task Force)”. ASU 2013-11 provides guidance on financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current US GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. This amendment is effective for public entities for fiscal years beginning after December 15, 2013 and interim periods within those years. We do not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.Other recent“SEC”"SEC") did not or are not believed by management to have a material impact on our present or future consolidated financial statements.F-9GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013 2013 2012 Carmela’s Equipment $ 144,108 $ 120,179 GRAS Equipment 4,282 - Less: Accumulated depreciation (72,806) (51,294) Property and equipment, net $ 75,584 $ 68,885 $ 178,771 $ 152,871 (118,443 ) (94,819 ) $ 60,328 $ 58,052 $18,093$24,267 and $17,725$22,014 for the periods ended December 31, 20132015 and 2012.NOTENOTES PAYABLECompany’sCompany's common stock, bears 8% interest, and was due on January 26, 2012. The note is currently in default. Total interest expense was $1,000 for$4,000 in each of the years ended December 31, 2015 and 2014, respectively. Additional notes in the amount of $300 were issued in the year ended December 31, 2013.F-9 20132015 and 20122014 is as follows: December 31, 2013 2012 Beginning balance $ 471,578 $ 307,406 Advances, net 173,882 164,172 Notes assumed in recapitalization 31,200 - Assumed by member of COHP (575,973 ) - $ 100,687 $ 471,578 2015 $ 321,591 $ 100,687 193,341 220,904 (31,000 ) - $ 483,932 $ 321,591 Effective with the Share Exchange at October 1, 2013, the outstanding convertible debt of GRAS was assumed by Carmela’s, the accounting acquirer, incorporating the following notes and transactions: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 39,603,024132,010 shares at a price of $0.0005$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.F-10GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013iswas convertible by the holder after 180 days at 35% of the lowest trading price in the thirty trading days before the conversion.F-10 iswas convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion.ThisDuring 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 not yet convertibleacquired 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 December 31, 2013.$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 nine month periodyear ended September 30,December 31, 2013 an additional $20,900$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 stockAs of At October 1, 2013 there wasthe remaining notes with a totalbalance of $12,736 due to an unaffiliated Trust in convertible notes payable that werewas convertible at market price of the Company’s common stock at the date of conversion. During the quarter ended December 31, 2013, the conversion terms were amended on these notes 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 13,340,90944,470 shares of common stock at a price of $0.0005. The remaining balance of the note after the conversions was $6,133.$0.15. A $14,013 decrease in the derivative liability on these notes was recorded for the converted shares.waswere 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.F-11 iswas 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 7,976,86826,590 shares at a price of $0.0005$0.15 per share. The remaining balance of the note after the conversions was $2,010. 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.F-11GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013At October 1, 2013, the Company had an outstanding a convertible promissory note to CareBourn Capital in the principal amount of $15,000 with an interest rate of 8% per annum due on November 3, 2013. This note is convertible by the holder at any time at 50% The remaining balance of the average ofnote after the three lowest trading prices in the ten trading days before the conversion.conversions was $2,010 at December 31, 2013. During the quarter ended DecemberMarch 31, 2013,2014, CareBourn Capital converted the $15,000$2,010 balance on this note along with $777plus $416 in accrued interest for 20,847,524to 26,172 shares at a price of $0.0008$0.15 per share. The remaining balance of the note after the conversions was $-0-. A $16,500 decrease in the derivative liability$22,915 loss on these notes was recorded upon the conversion of shares.iswas 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.Carmela’sCarmela'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.On 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. 10, 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.arewere convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion.F-12 F-13 F-14 $5,316$32,258 and $16,002 for the yearyears ended December 31, 2013.20132015 and 2014 is as follows:Face Value Issuance of new convertible notes Debenture conversions three months ended 12/31/13 Assumed notes $ 239,687 - - $ (46,193 ) $ 193,494 2013 Notes - 66,800 - - 66,800 Note discount $ (4,000 ) (80,737 ) $ 29,314 - (55,423 ) Total $ 235,687 $ (13,937 ) $ 29,314 $ (46,193 ) $ 204,871 F-12GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013$ 240,128 - - $ (89,995 ) $ 150,133 - $ 209,600 - - 209,600 $ (18,134 ) (249,500 ) $ 227,285 - (40,349 ) $ 221,994 $ (39,900 ) $ 227,285 $ (89,995 ) $ 319,384 $ 260,294 $ - $ - $ (224,627 ) $ 35,667 - 252,600 - (48,139 ) 204,461 $ (55,423 ) (239,600 ) 276,889 - (18,134 ) $ 204,871 $ 13,000 $ 276,889 $ (272,766 ) $ 221,994 F-15 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 commencement dates utilizing the following assumptions:Note convertible date 10/27/13 10/28/13 11/10/13 12/9/13 12/21/13 12/23/13 12/27/13 Note amount $ 12,737 $ 18,000 $ 32,500 $ 5,000 $ 7,500 $ 2,500 $ 2,500 Stock price at convertible date $ .0005 $ .0045 $ .0023 $ .0006 $ .00045 $ .0005 $ .00048 Expected life (years) .5 .44 0.23 .5 .24 .75 .75 Risk free interest rate .10 % .10 % .08 % .10 % .07 % .10 % .10 % Volatility 295.0 % 276.59 % 285.8 % 259.7 % 410.1 % 319.1 % 319.1 % Initial derivative value $ 27,027 $ 107,083 $ 50,016 $ 9,204 $ 50,040 $ 17,783 $ 12,663 $ 5,000 $ 13,500 $ 12,500 $ 26,500 $ 26,500 $ 73,000 $ 10,500 $ 50,000 $ 15,500 $ 16,500 $ .06 $ .03 $ .0046 $ .00065 $ .00065 $ .0003 $ .0002 $ .0002 $ .0001 $ .0001 1.0 .25 .25 .52 .52 .38 .51 .50 .50 .25 .13 % .02 % .10 % .11 % .11 % .25 % .20 % .11 % .20 % .14 % 202 % 212 % 375 % 382 % 382 % 237 % 388 % 291 % 273 % 378 % $ 11,639 $ 32,526 $ 21,608 $ 113,520 $ 113,520 $ 75,285 $ 20,007 $ 221,223 $ 31,043 $ 28,604 $ 5,000 $ 5,000 $ 62,500 $ 32,500 $ 25,000 $ 22,500 $ 5,000 $ 5,100 $ 5,000 $ 35,000 $ 37,000 $ .003 $ .0021 $ .0023 $ .0013 $ .0011 $ .0008 $ .0004 $ .0006 $ .0005 $ .0004 $ .0003 .50 .50 .50 .23 .25 .23 .24 .25 .25 .48 .48 .07 % .07 % .07 % .12 % .02 .12 % .03 % .03 % .03 % .05 % .04 % 420 % 420 % 402 % 157 % 97 % 106 % 105 % 106 % 105 % 138 % 406 % $ 16,621 $ 12,122 $ 191,384 $ 54,688 $ 43,040 $ 27,907 $ 6,218 $ 17,571 $ 13,530 $ 62,323 $ 59,211 2013,2015, the following notes remained convertible and not fully converted. All convertible notes beyond their maturity dates totaling $236,533 in principal payable are valued assuming a six month term for purposes of calculating the derivative liability.The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at December 31, 2015 utilizing the following assumptions:$ 10,500 $ 50,000 $ 15,500 $ 16,500 $ 236,533 $ .0001 $ .0001 $ 0.001 $ .0001 $ 0.0001 .16 .25 .30 .10 .50 .01 % .26 % .26 % .17 % .55 % 267 % 247 % 388 % 31 % 285 % $ 17,503 $ 86,736 $ 28,997 $ 20,169 $ 419,160 default were no longerprincipal payable are valued assuming a six month term for purposes of calculating the derivative liability and a loss on the conversion of stock will be recorded at the time of any future conversion. Theliability.The fair value of the embedded derivative liabilities on the remainingoutstanding convertible notes was calculated at December 31, 20132014 utilizing the following assumptions:Note convertible date 10/27/13 10/28/13 11/10/13 12/9/13 12/21/13 12/23/13 12/27/13 Note amount $ 6,133 $ 18,000 $ 32,500 $ 5,000 $ 7,500 $ 2,500 $ 2,500 Stock price at convertible date $ .00048 $ .0048 $ .0023 $ .00065 $ .00045 $ .00053 $ .00048 Expected life (years) .32 .26 0.09 .44 .24 .73 .73 Risk free interest rate .09 % .09 % .07 % .09 % .07 % .09 % .09 % Volatility 351.6 % 397.8 % 463.4 % 329.7 % 426.8 % 361.6 % 361.6 % 12/31/13 derivative value $ 20,962 $ 61,473 $ 111,209 $ 12,416 $ 27,314 $ 8,438 $ 9,325 $ 18,800 $ 24,996 $ 128,332 $ .0001 $ .0001 $ .0001 .15 .25 .50 .04 % .11 % .11 % 236 % 236 % 197 % $ 21,832 $ 31,528 $ 212,802 F-16 950,000,0003,950,000,000 common shares with a par value of $0.001 per share.On October 31, 2013,100300 reverse split of its common stock whereby the 949,839,7191,478,720,693 pre-split shares of common stock outstanding became 9,498,4134,929,120 shares post-split. There was no change in authorized shares of the Company.All The share issuance information and per share information for all prior periods presented in these financial statements and accompanying footnotes hashave been presented showingretroactively adjusted to reflect the historical changes in stockholders’ deficit of Carmela’s, the accounting acquirer in the Share Exchange, and including that of the Company with the Share Exchange as of October 31, 2013.F-13GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 20132013new capital structure.In October 2013, we issued 53,965,942 shares of common stock to the members of COHP, LLC upon the conversion of 1,000 shares of our Series C preferred stock. These shares were valued at $1,079,319 or $0.02 per share, the market value of the shares on the date of issuance.In October 2013, we issued 500,000 shares of common stock to a consultant for services valued at $10,000, or $0.02 per share, the market value of the shares on the date of issuance.2013,2015, the Company issued 81,768,325714,682,976 shares of common stock upon conversion of $65,771$89,686 in convertible notesprincipal and interest payableon convertible notes representing a value of $0.0008$0.0001 per share..20132015 no conversion has taken place.On October 24, 2013 As of December 31, 2015, all 44,000 shares remain outstanding.Effective September 22, 2014, the Board of Directors of the Company filed a Certificateapproved the issuance of Designation for its1,000 shares of Series C ConvertibleD Preferred Stock which consisted of 1,000 authorized shares with a par value of $0.001 per share. The 1,000 shares were issuedto Mr. Ronald Heineman, our Chief Executive Officer, in consideration for services rendered to the membersCompany and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of COHP, LLC in connection withcommon stock as the acquisitionCompany did not have sufficient authorized but unissued shares of common stock to allow for any such issuances. As a result of the Carmela’s Pizzeria assets. Theissuance of the Series CD Preferred Stock shares, were convertible, on a pro-rata basis, into that number of fully paid and non-assessable shares of Corporation’s commonMr. Heineman obtained voting rights over the Company's outstanding voting stock on terms that would equal 67%September 24, 2014, which provide him the right to vote up to 51% of the total issuedvoting shares able to vote on any and outstandingall 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 Corporation's common stock on a fully-diluted basis (the “Conversion Shares”) immediately upon approval bypart of any party, or the Corporation’s stockholders and effectivenessCorporation, be deemed cancelled in their entirety. As of an increase in the number of authorizedDecember 31, 2015, all 1,000 shares of Common Stock sufficient to issue the Conversion Shares, which occurred on October 31, 2013. Accordingly, the Series C preferred was converted into 53,965,942 shares of the Company’s common stock on October 31, 2013.F-17 Carmela’sCarmela's Pizzeria, COHP, LLC and its assigns received warrants to purchase a total of 53,965,942179,886 shares of the Company’sCompany's common stock for a period of five years in the amounts and exercise prices as follows: 17,988,64859,962 at $0.015; 17,988,647$3.00; 59,962 at $0.02;$6.00; and 17,988,64759,962 at $0.025.$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.F-14GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013Company’sCompany's outstanding warrants at December 31, 20122013 and December 31, 20132014 is as follows: Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at December 31, 2012 - $ - $ - Granted 53,965,942 0.0183 0.0094 Expired/Cancelled - - - Exercised - - - Outstanding and exercisable at December 31, 2013 53,965,942 $ 0.0183 $ 0.0094 179,886 $ 5.50 $ 2.82 - - - - - - - - - 179,886 $ 5.50 $ 2.82 - - - - - - - - - 179,886 $ 5.50 $ 2.82 2013:Exercise price range Number of options outstanding Weighted-average exercise price Weighted-average remaining life $ 0.01 17,988,648 0.01 4.8 years $ 0.02 17,988,647 0.02 4.8 years $ 0.025 17,988,647 0.025 4.8 years 53,964,942 $ 0.0183 4.8 years $ 3.00 59,962 $ 3.00 $ 6.00 59,962 6.00 $ 7.50 59,962 7.50 179,886 $ 5.50 F-18 Year ended December 31, 2014 $ 64,500 2015 61,500 2016 60,800 2017 35,250 Total $ 222,050 $ 57,600 58,350 51,450 43,200 $ 210,600 $64,895$75,000 and $72,096$73,483 for the yearyears ended December 31, 20132015 and 2012.F-15GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013a significant losslosses in 20132015 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.F-19 20132015 and 20122014 the Company had net operating loss carry-forwards of approximately $1,030,515$1,865,653 and $700,012,$1,429,039, respectively, which will expire beginning in 2031.2032. This represents the historical net operating loss carry-forwards of the Company for 2012; and the Company for the fiscal yearyears ended December 31, 2013 along with2015 and Carmela’s for the period from October 1, 2013 through December 31, 2013, as reverse merger accounting does not affect accounting issues related to taxation.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: 2013 2012 Net Operating Loss $ (873,025) $ (535,290) Benefit for income taxes computed using the statutory rate of 34% 296,828 182,000 Permanent Differences (184,457) (66,139) Change in valuation allowance (112,371) (115,861) Provision for income taxes $ - $ - $ (725,227 ) $ (1,041,117 ) 245,073 353,979 (96,624 ) (218,481 ) (148,449 ) (135,498 ) $ - $ - 2013 2012 Total deferred tax assets $ 350,375 $ 238,004 Valuation allowance (350,375) (238,004) $ - $ - F-16GREENFIELD FARMS FOOD, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2013$ 634,322 $ 485,873 (634,322 ) (485,873 ) $ - $ - quarter ended March 31, 2014,period from January 1, 2016 to the filing of this report, a total of 442,228,187213,722,083 shares of common stock were issued upon the conversion of $183,994$10,040 in principal and interest due on certain of the Company’sCompany's convertible promissory notes. This representsnotes representing an average conversion price of $0.0004$.00005 per share. In addition, the Company issued a new convertible promissory notesnote totaling $122,600$33,000 in face value. These notes areThis note is convertible at 45%-50% of the market price of the Company’sCompany's common stock, bearbears interest at 8%12% per annum, and areis due six to nine months from issuance.In February of 2014 the Company closed its smaller concept location in Centerville, Ohio as its lease expired.20132015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those disclosed above.F-17