The accompanying notes are an intregal part of these consolidated financial statements.

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GREENFIELD FARMS FOOD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited)
AS OF SEPTEMBER 30, 2016
		Preferred stock								Common stock												Additional paid-in				Accumulated				Total stockholders'
		Shares				Par value				Shares				Par value				Warrants				capital				deficit				deficit
Balance at December 31, 2015			141,623				142				719,614,372				719,614				507,280				382,933				(3,093,518	)			(1,483,549	)
Issuance of common
stock to convertible noteholders			-				-				459,663,162				459,664				-				(439,685	)			-				19,979
Net loss			-				-				-				-				-				-				(233,309	)			(233,309	)
Balance at September 30, 2016			141,623			$	142				1,179,277,534			$	1,179,278			$	507,280			$	(56,752	)		$	(3,326,827	)		$	(1,696,879	)

The accompanying notes are an intregal part of these consolidated financial statements.

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GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
		Nine months ended
		September 30,
		2016				2015
Cash Flows from Operating Activities
Net loss for the period		$	(233,309	)		$	(1,065,888	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation			16,162				18,721
Amortization of deferred financing costs			4,167				9,941
Amortization of discount on debt			90,450				129,402
Change in derivative liability			(128,338	)			349,417
Initial derivative liability expense			38,473				220,605
Convertible notes issued for services			-				50,000
Changes in Assets and Liabilities
Increase in accounts receivable			(3,485	)			(11,478	)
Increase in deferred debt charges			(3,000	)			(10,500	)
Increase in accounts payable			15,263				14,802
Increase in accrued expenses			30,587				44,622
Net Cash used in Operating Activities			(173,030	)			(250,356	)
Cash Flows from Investing Activities:
Purchase of property and equipment			(9,162	)			(22,637	)
Net Cash Provided by (Used in) Investing Activities			(9,162	)			(22,637	)
Cash Flows from Financing Activities:
Proceeds from notes payable - related parties			139,202				273,900
Proceeds from notes payable			16,000				300
Proceeds from convertible notes payable			33,000				152,100
Payments of notes payable - related parties			-				(141,204	)
Payments of notes payable			(300	)			(200	)
Payments on convertible notes payable			(4,367	)			(2,500	)
Net Cash Provided by Financing Activities			183,535				282,396
Net Increase in Cash and Cash Equivalents			1,343				9,403
Cash and Cash Equivalents – Beginning			54,423				59,843
Cash and Cash Equivalents End of Period		$	55,766			$	69,246
Supplemental Cash Flow Information:
Cash paid for interest		$	17			$	67
Cash paid for income taxes			-			$	-
Non-Cash Investing and Financing Activities:
Interest accrued on convertible notes		$	27,104			$	23,576
Debt discount from fair value of embedded derivatives		$	10,999			$	167,500
Common stock issued for covertible notes and accrued interest		$	19,979			$	72,723
Accounts payable cancelled in exchange for convertible notes		$	-			$	-

GREENFIELD FARMS FOOD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an intregal part of these consolidated financial statements.

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GREENFIELD FARMS FOOD, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2016

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2014. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The consolidated financial statements for the three and nine month periods ended September 30, 2016 include the financial statements of the Company and its operating subsidiary Carmela’s Pizzeria.

The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three and nine month periods ended September 30, 2016. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. As of September 30, 2016 and December 31, 2015, the Company had a working capital deficit and has incurred significant losses since inception. Further losses are anticipated raising substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company plans to acquire sufficient capital from its investors with which to pursue its business plan. There can be no assurance that the future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. There is no assurance that the Company will be successful in raising additional funds.

NOTE 3 – ORGANIZATION AND NATURE OF BUSINESS

Greenfield Farms Food, Inc. (“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") 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., a Colorado corporation. COHP, LLC was formed on May 1, 2011, under the laws of the State of Ohio. Carmela's Pizzeria presently has three Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a fullfull- service menu for Dine In, Carry out and Delivery catering as well as pizza buffets in select stores.

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NOTE 42 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements in this report have been prepared by the Company useswithout audit. In the accrual basisopinion of accountingmanagement, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adoptedhave been condensed or omitted. These condensed unaudited consolidated financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto included in the Annual Report for the year ended December 31, year end.2016, filed with the United States Securities and Exchange Commission (the “SEC”) on July 31, 2018. Interim results of operations for the three months ended March 31, 2017, and 2016, are not necessarily indicative of future results for the full year. Certain amounts from the 2016 period have been reclassified to conform to the presentation used in the current period. The consolidated financial statements for the period include the accounts of the Company and Carmela’s. All intercompany transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

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

Fair Value of Financial Instruments

The estimatedCompany measures assets and liabilities at fair value of financial instruments has been determinedbased on an expected exit price as defined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The fair values of cash and cash equivalents, accounts receivable, inventory, deferred charges, accounts payable and accrued expenses, and notes payable approximate their carrying amounts because of the short maturities of these instruments.

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

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

Fair value is the priceamount that would be received to sellon the sale of an asset or would be paid to transfer a liability, (i.e.,as the “exit price”)case may be, in an orderly transaction between market participants at the measurement date. In determiningparticipants. As such, fair value the Company primarily uses prices and other relevant information generated bymay be based on assumptions that market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decreaseparticipants would use in volume and level of activity forpricing an asset or liability when compared with normal activity to identify transactions thatliability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are not orderly.assigned a hierarchical level. 

The highest priority is givenfollowing are the hierarchical levels of inputs 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 themeasure fair value measurement.value: 

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The three hierarchy levels are defined as follows:

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

Level 2 – Quoted prices for identicalCompany's financial assets and liabilities, in markets that are not active, quoted prices for similarsuch as cash, prepaid expenses, other current assets, accounts payable 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 toaccrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the fair value measurement and unobservable.short maturity of these instruments. 

The Company has determinedfollowing table represents the Company’s financial instruments that its derivative liabilities fall under Level 2. Derivative liabilities were $543,800 and $572,565are measured at September 30, 2016fair value on a recurring basis as of March 31, 2017 and December 31, 2015, respectively.2016 for each fair value hierarchy level:

Credit risk adjustments are applied to reflect the 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.

Income TaxesCash

The Company has electedconsiders all highly liquid investments with an original term of three months or less to be taxedcash equivalents. We held no cash equivalents as of March 31, 2017, and December 31, 2016. Cash balances may, at certain times, exceed federally insured limits. If the amount of a “C” corporation. deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail.

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.

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Income taxes are computed usingTaxes

The Company utilizes the asset and liability method.method of accounting for income taxes. Under the asset and liability method deferred income tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basesbasis of the assets and liabilities and are measured using the currently enacted tax rates and laws. A valuationlaws that will be in effect, when the differences are expected to reverse. An allowance is provided for the amount ofagainst deferred tax assets is recognized, when it is more likely than not, that based on available evidence, aresuch tax benefits will not expected to 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. For the three months ended March 31, 2017, and 2016, the Company had not issued any stock-based payments to its employees.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’sCompany's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’sCompany's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. ThereAs of March 31, 2017, and 2016, the Company’s outstanding convertible debt is convertible into approximately 15,983,302,143 and 8,228,986,111, shares of common stock, respectively. Additionally, as of March 31, 2017, and 2016, there were warrants outstanding convertible intoto purchase 179,886 shares of common stock.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at September 30, 2016. Basicits fair value and diluted loss per share wasis then re-valued at each reporting date, with changes in the same forfair value reported as charges or credits to income. 

For option-based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.reporting period. 

Dividends

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

Advertising Costs

The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $6,352 and $7,463 for the three months ended March 31, 2017, and 2016, respectively.

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.

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Advertising CostsRecent Accounting Pronouncements

In May 2014, Financial Accounts Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC Topic 606, “Revenue Recognition”. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The Company’s policy regarding advertising isamendments in ASU 2014-09 are effective for annual and interim periods beginning after December 15, 2017.

ASU 2014-09 provides that an entity should apply a five-step approach for recognizing revenue, including (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to expense advertisingthe performance obligations in the contract; and (5) recognizing revenue when, incurred.or as, the entity satisfies a performance obligation. Also, the entity must provide various disclosures concerning the nature, amount and timing of revenue and cash flows arising from contracts with customers. The Company incurred advertising expenseis currently working through the assessment phase of $16,497 and $13,597 during the nine month periods ended September 30, 2016 and 2015, respectively.implementing this guidance.

PropertyIn February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and Equipment

Propertylease liabilities on its balance sheet and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the threedisclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to five year estimated useful livesdisclose qualitative and quantitative information about leasing arrangements to enable a user of the assets. Depreciation expense totaled $16,162financial statements to assess the amount, timing and $18,721uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not anticipate this ASU having a material impact on the nine month periods ended September 30, 2016 and 2015, respectively.Company’s consolidated financial statements.

Stock-BasedIn June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not anticipate this ASU having a material impact on the Company’s consolidated financial statements.

Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date,

Other recent accounting pronouncements issued by the Company has not adopted a stock option planFASB (including its Emerging Issues Task Force), the AICPA, and has not granted any stock options. During the nine months ended September 30, 2016, the CompanySecurities Exchange Commission (the "SEC") did not issue any stock-based payments to its employees.

Accounting Pronouncements

No accounting standards or interpretations issued or recently adopted are expectednot believed by management to have a material impact on our present or future consolidated financial statements.

NOTE 3 – INVENTORIES

Inventory, consisting of food and beverages, is stated at the Company’s financial position, operationslower of cost or cash flows.market and was $33,848 as of March 31, 2017, and December 31, 2016.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and consisted of the following at March 31, 2017 and December 31, 2016:

Depreciation expense was $5,648 and $5,155 for the three months ended March 31, 2017 and 2016, respectively.

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NOTE 5 – NOTES PAYABLE

The Company has outstandingIn October 2013, COHP assumed a $50,000 promissory note for $50,000 issued in 2011.by GRAS on May 26, 2011 to Cross Border Capital, LLC. (“Cross Border”). The note is secured by the Company’sCompany's common stock bears 8% interest, and was due on January 26, 2012. The note is currently in default with aand the default interest rate ofis 12%. The Company received demandTotal interest expense was $2,862 and $1,479 for payment on this note including default interestthe three months ended March 31, 2017, and 2016, respectively. On December 15, 2016, Cross Border filed a complaint in the second quarterState of 2016 and recorded additional interest expenseNorth Carolina, County of $7,786 atMecklenburg, for non-payment of the default interest rate. In addition,note. On November 17, 2017 Cross Border was granted a judgment against the Company currently has $31,000 in notes payable to various parties bearing interest at 8%, all of which have matured and are in default. Interest expense on the total principal balance of $81,000 was $14,129 for the nine months ended September 30, 2016. Additional notes in the amount of $300 outstanding at$115,234, inclusive of attorney fees. On May 11, 2018, the Company and Cross Border entered into a $85,000 promissory note (the “Promissory Note”) to resolve the matter. The terms of repayment of the Promissory Note are eight payments of $5,000 each beginning on May 14, 2018 and on the 14^th of the next seven (7) months, and a final payment of $45,000 on January 14 2019. The Company remitted 4 payments of $5,000 each during the months of May 2018 through August 2018, and is in default of the Promissory Note. As of March 31, 2017, and December 31, 20152016, the principal balance of $50,000 is included in notes payable, and accrued interest of $17 was repaid during$45,654 and $42,792 as of March 31, 2017, and December 31, 2016, is included in accrued interest. The Promissory Note contains the nine month periodpersonal guaranty of the Company’s Secretary, who is also a Director of the Company.

During the year ended September 30, 2016. A demand noteDecember 31, 2016, the Company issued two notes (the “2016 Notes”) in the amountaggregate of $16,000 with$22,200, and the Company recorded interest at 36% per annum was issuedexpense of $2,400 for the year ended December 31, 2016. In January 2017, the Company paid the 2016 Notes in Julyfull.

The activity for the three months ended March 31, 2017, and the year ended December 31, 2016, all of which remained unpaid with accrued interest of $1,152 at September 30, 2016.is as follows:

NOTE 6 – NOTES PAYABLE – RELATED PARTIES

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

The activity for the nine month periodthree months ended September 30,March 31, 2017 and the year ended December 31, 2016 is as follows:

		September 30, 2016
Beginning balance at December 31, 2015		$	483,932
Advances, net			139,202
Balance, September 30, 2016		$	623,134

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NOTE 7 -– CONVERTIBLE NOTES PAYABLE

As of December 31, 2015 there was a total of $4,367 due to the Gulfstream 1998 Irrevocable Trust in convertible notes payable that were convertible at 45% of the lowest trading price in the thirty trading days before the conversion creating a derivative liability. During the nine month period ended September 30, 2016, the entire balance of these notes was repaid leaving no balance due at September 30, 2016.

On October 29, 2013, the Company issued a convertible promissory note to Cresthill Associates (“Cresthill”) in the principal amount of $25,000 with an interest rate of 8% (12% default rate in effect) per annum due on October 29, 2014, in payment of a $25,000 fee for work performed to complete the acquisition of the assets of Carmela’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. InDuring the quarteryear ended December 31, 2014, $12,500 of this note was sold to Beaufort Capital the entire balancePartners, LLC (“Beaufort”). As of which remains unpaid. 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 year endedMarch 31, 2017, and December 31, 2015 leaving a balance due to MM Visionary Consultants of $0 as of that date. In2016, the year ended December 31, 2015, the remaining $6,250 of this note was sold to Microcap Equity leaving a remaining balance of $0 as of December 31, 2015the note was $12,500 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, which remains outstanding at September 30, 2016.Beaufort. 

In November 2013, the Company issued a convertible promissory note to Asher Enterprises, Inc. (“Asher”) in the principal amount of $22,500 with an interest rate of 8% (12% default rate in effect) per annum due on August 27, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. In April 2014, this$13,500 was converted and $9,000 of the note was sold and assigned to two entities unaffiliated with Asher or the Company including $9,000 sold to CareBourn Capital that remains outstanding asLP (“Carebourn”). As of September 30, 2016.March 31, 2017, and December 31, 2016, the remaining balance of the note was $9,000 payable to CareBourn.

On December 9, 2013, the Company issued a convertible promissory note to CareBourn CapitalCarebourn in the principal amount of $5,000 with an interest rate of 8% (12% default rate in effect) per annum due on June 9, 2014. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the quarteryear ended December 31, 2014, CareBourn sold thisthe note to Booski Consulting an unaffiliated third party, which converted $2,600 in principal onLLC, a Minnesota limited liability company (“Booski MN”). On April 5, 2015 Booski MN sold the note leavingto Booski Consulting LLC, a balance dueFlorida limited liability company (“Booski FL”). As of $2,400 atMarch 31, 2017, and December 31, 2015. During2016, the nine month period ended September 30, 2016, $1,763remaining balance of thisthe note was converted to 35,260,938 shares of common stock at $0.00005 per share leaving a balance due on the note at that date of $637. A $2,769 decrease in derivative liability was recorded as a result of the conversions.$1,023.

In January 2014, the Company issued a total of $10,000 in convertible promissory notes to CareBourn CapitalCarebourn with an interest rate of 8% (12% default rate in effect) 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, 20142015, Carebourn sold the holderremaining principal of the note to Booski MN. On April 5, 2015 Booski MN sold the note to Booski FL. During the three months ended March 31, 2017, $2,142 of principal was converted $5,000into 47,603,583 shares of these notes leavingcommon stock at a balance dueconversion price of $5,000 at both$0.00004. As of March 31, 2017, and December 31, 2015 and September 30, 2016, respectively.

On February 18, 2014, the Company issued $62,500 in a convertible promissory note to CareBourn Capital with an interest rate of 8% per annum due in August 2014. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $4,590 in principal on these notes leaving a balance due of $57,910 at December 31, 2014. An $8,900 decrease in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $57,910 at December 31, 2014. During the year ended December 31, 2015, a total of $55,306 in principal on these notes was converted to stock leaving a balance due of $2,604 at December 31, 2015. During the nine months ended September 30, 2016 the remaining balance of $2,604 in principal$3,202 and $5 in interest was converted to 65,096,545 shares of common stock at $0.00004 per share. A $5,288 decrease in derivative liability was recorded as a result of the conversions and the principal balance due on the note was $0 as of September 30, 2016. During the nine month period ended September 30, 2016 interest payable in the amount of $6,935 was also converted into 173,300,067 shares of common stock at $0.00004 per share resulting in derivative liability expense of $10,398.

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$5,344, respectively.

On April 7, 2014, the Company issued a convertible promissory note to Adar Bays LLC (“Adar Bays”) in the principal amount of $37,000 with an interest rate of 8% (16% default rate in effect) per annum due on April 1, 2015. The note is convertible by the holder after 180at 50% of the lowest closing bid price in the ten trading days before the conversion. As of March 31, 2017, and December 31, 2016, the remaining principal balance of the note was $15,842.

On April 17, 2014, the Company issued a convertible promissory note to Beaufort in the principal amount of $25,000 with an interest rate of 10% (15% default rate in effect) per annum due on October 17, 2014. The note is convertible by the holder at 40% of the lowest closing bid price in the twenty trading days before the conversion. As of March 31, 2017, and December 31, 2016, the remaining balance of the note was $14,655.

On July 15, 2014, the Company issued a convertible promissory note to Gregory Galanis for services rendered in the principal amount of $13,500 with an interest rate of 8% (12% default rate in effect) per annum due on April 15, 2015., The note is convertible by the holder at 45% of the lowest closing bid price in the ninety trading days before the conversion. As of March 31, 2017, and December 31, 2016, the remaining balance of the note was $13,500.

On September 1, 2014, the Company issued a convertible promissory note to Cresthill for services rendered in the principal amount of $12,500 with an interest rate of 8% (18% default rate in effect) per annum due on July 1, 2015. The note is convertible by the holder at 45% of the lowest closing bid price in the thirty trading days before the conversion. During the year ended December 31, 2015, the note was sold to Codes Capital. As of March 31, 2017, and December 31, 2016, the remaining balance of the note was $9,650.

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On October 9, 2014, the Company issued a convertible promissory note to LG Capital in the principal amount of $26,500 with an interest rate of 8% (24% default rate in effect) per annum due on October 9, 2015. The note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion. During the yearthree months ended DecemberMarch 31, 2014 the holder2017, $10,240 of principal and $3,971 of interest were 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 leaving a balance due on this note of $20,453 at that date. During the nine month period ended September 30, 2016 $2,150 in principal was converted on this note to 43,000,000into 284,224,200 shares of common stock at $0.00005 per share leaving a conversion price of $0.00005. As of March 31, 2017, and December 31, 2016, the remaining balance due onof the note at September 30, 2016 of $18,303. A $3,377 decrease in derivative liability was recorded as a result of the conversions.

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, 2015$9,335 and September 30, 2016,$19,575, 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, 2015 and September 30, 2016, 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 year ended December 31, 2015, the entire balance of this note was sold to Codes Capital, which converted a total of $1,763 in principal on these notes leaving a balance due of $10,737 at December 31, 2015. During the nine month period ended September 30, 2016 and additional $1,088 in principal on this note was converted to 24,666,667 shares of common stock at $0.00005 per share leaving a balance due at September 30, 2016 of $9,650.

On October 9, 2014, the Company issued a back-end convertible promissory note to LG FundingCapital in the principal amount of $26,500 with an interest rate of 8% (24% default rate in effect) per annum due on October 9, 2015. The note was funded on April 14, 2015. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. The entireAs of March 31, 2017, and December 31, 2016, the remaining balance of this note remained outstanding at December 31, 2015. During the nine month period ended September 30, 2016 $3,300 in principal was converted on this note to 70,364,600 shares of common stock at $0.00005 per share leaving a balance due on the note at September 30, 2016 ofwas $23,200. A $5,183 decrease in derivative liability was recorded as a result of the conversions.

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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%55% of the lowest closing bid price in the tenninety trading days before the conversion. The entireAs of March 31, 2017, and December 31, 2016, the remaining balance of thisthe note remained outstandingis $12,500.

During the year ended December 31, 2014, there were three convertible notes in the aggregate of $13,100 issued to the Gulfstream 1998 Irrevocable Trust (the “Trust”) with an interest rate of 8% (18% default rate in effect) per annum. 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, 2015, the notes were sold by the Trust to Codes Capital LLC (“Codes Capital”). As of March 31, 2017, and September 30,December 31, 2016 respectively.the balance of the notes sold to Codes Capital was $13,100.

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% (22% default rate in effect) 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 entireDuring the three months ended March 31, 2017, $10,620 of principal was converted into 265,508,333 shares of common stock at a conversion price of $0.00004. As of March 31, 2017, and December 31, 2016, the remaining balance of thisthe note remained outstanding at December 31, 2015was $59,376 and September 30, 2016,$69,996, respectively.

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, LLC for services to be rendered in connection with the Company’sCompany'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 entireAs of March 31, 2017, and December 31, 2016, the remaining balance of thisthe note remained outstanding at December 31, 2015 and September 30, 2016, respectively.was $50,000.

On April 14,At varying times in 2015, LG Capital Funding funded athe Company issued convertible promissory notenotes to Cresthill in the aggregate principal amount of $26,500 that was issued on October 9, 2014 and secured$31,500 due at that time by a note payable to the Company with like terms. This note is due on October 9, 2015various times through August 2016, with an interest rate of 8% per annum. The note is convertible by the holder at 50% of the lowest closing bid priceannum (12% default rate in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015 and September 30, 2016, respectively.

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,effect), in exchange for amounts payable to Cresthill for services rendered. The note isnotes are convertible by the holder after 180 days at 45% of the lowest last sales price in the thirty trading days before the conversion. The entireDuring the three months ended March 31, 2017, Cresthill sold the notes to Carebourn. As of March 31, 2017, and December 31, 2016, the remaining balance of this note remained outstanding at December 31, 2015 and September 30, 2016, respectively.the notes was $31,500.

On May 27,July 20, 2015, the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $10,500$15,500 due on February 27,April 20, 2016, with an interest rate of 12% (22% default rate in effect) 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 entireAs of March 31, 2017, and December 31, 2016, the remaining balance of this note remained outstanding at December 31, 2015. During the nine months ended September 30, 2016, $1,919 of this note was converted to 47,974,345 shares of common stock at $0.00004 per share leaving a balance due at September 30, 2016 of $8,581.$15,500.

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,March 4, 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 and September 30, 2016, respectively.

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On July 20, 2015 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $15,500$33,000 due on April 20,December 4, 2016, with an interest rate of 12% (22% default rate in effect) 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 entireAs of March 31, 2017, and December 31, 2016, the remaining balance of thisthe note remained outstanding at December 31, 2015 and September 30, 2016, respectively.was $33,000.

On July 31, 2015January 3, 2017, the Company issued a convertible promissory note to Gulfstream 1998 Irrevocable TrustConvertible Promissory Note dated December 30, 2016 (“Note”) 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 and September 30, 2016, respectively.

On November 16, 2015 the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $7,500 due on August 16, 2016 with an interest rate of 8% per annum in exchange for amounts payable to Cresthill for services rendered. The note is convertible by the holder after 180 days at 45% of the lowest last sales price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015 and September 30, 2016, respectively.

On March 4, 2016 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $33,000 due on April 20, 2016$279,565 with an interest rate of 12% (22% default rate in effect) per annum. Debt issuanceannum, due December 30, 2018 to CareBourn (the “Carebourn Note”). The Carebourn Note requires daily payments of principal and/or interest of $600. Any amount of principal or interest on this Note that is not paid following an event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The Conversion Price shall be 40% multiplied by the Market Price (representing a discount rate of 60%). Market Price means the average of the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Lenders fees and costs of $3,000$44,965 were recorded for net proceeds to the Company of $30,000.$234,600. The embedded conversion feature included in the note is convertible byresulted in an initial debt discount of $279,565, an initial derivative expense of $638,503 and an initial derivative liability of $918,068. For the holder after 90 days at 40%three months ended March 31, 2017, amortization of the lowest closing bid price indebt discount of $34,946 was charged to interest expense. During the ninety trading days beforethree months ended March 31, 2017, $34,200 of principal payments were made and the conversion. The entireremaining balance of thisthe note remained outstanding at Decemberas of March 31, 2015 and September 30, 2016, respectively.2017 is $245,365.