10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the quarter ended MARCH 31, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the transition period from _______to_______

Commission File No. 333-157281

GREENFIELD FARMS FOOD, INC.

 (Exact Name of Registrant as Specified in its Charter)

Nevada	26-2909561
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2840 Highway 95 Alt. S, Suite 7

Silver Springs, NV 89429

(Address of principal executive offices) (Zip code)

(704) 619-3738

(Registrant's telephone number including area code)

____________________________________

 (Former name, address and fiscal year)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares of common stock outstanding at May 1, 2013: 524,100,181

GREENFIELD FARMS FOOD, INC.

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	March 31, 2013			December 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	100		$	97
Deferred charges		1,447			1,562
Total Current Assets		1,547			1,659
Property and equipment, net		2,543			15,894
Other Assets
Security deposits		303			303
Total Assets	$	4,393		$	17,856
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts payable	$	122,985		$	91,680
Accrued interest		6,732			5,744
Accrued interest – related parties		7,605			6,007
Accrued interest – convertible notes payable		20,072			18,605
Derivative liability		88,513			214,807
Notes payable		50,000			51,600
Notes payable – related parties		81,100			81,000
Convertible notes payable, net of debt discount		121,732			127,556
Total Liabilities		498,739			596,999
Stockholders’ Deficit
Preferred stock, par value $.001
50,000,000 shares authorized;
96,623 series A convertible
shares issued and outstanding		97			97
Common stock, par value $.001
950,000,000 shares authorized;
438,068,808 and 345,494,891 shares issued and outstanding, respectively		438,068			345,495
Additional paid-in capital		45,553			(30,201	)
Accumulated deficit		(978,064	)		(894,534	)
Total Stockholders' Deficit		(494,346	)		(579,143	)
Total Liabilities and Stockholders’ Deficit	$	4,393		$	17,856

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GREENFIELD FARMS FOOD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended
	March 31,
	2013			2012
Gross Revenues	$	-		$	-
Cost of Goods Sold		-			5,993
Gross (Loss) Profit		-			(5,993	)
Operating Expenses
Professional fees		12,199			2,830
Rent		-			6,150
Wages and taxes		-			49,050
Consulting		-			1,375
Advertising		398			-
Equipment rental		-			4,736
Insurance		-			754
Telephone and utilities		-			2,664
Depreciation		368			1,717
General and administrative		23,818			1,046
Loss on sale of equipment		12,984			10,845
Total Operating Expenses		49,767			81,167
Loss From Operations		(49,767	)		(87,160	)
Other Expenses
Interest expense		6,119			3,490
Change in Derivative Liability		(85,150	)		-
Loss on Conversion of Debt		105,227			-
Amortization expense on discount of debt		7,567			-
Total Other Expenses		33,763			3,490
Loss Before Income Taxes		(83,530	)		(90,650	)
Provision for Income Taxes		-			-
Net Loss	$	(83,530	)	$	(90,650	)
Weighted Average Number of Shares Outstanding:
Basic and Diluted		380,455,830			323,048,520
Net Loss per Share:
Basic and Diluted	$	(0.00	)	$	(0.00	)

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GREENFIELD FARMS FOOD, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

AS OF MARCH 31, 2013 (Unaudited)

	Preferred stock				Common stock				Additional paid-in			Accumulated			Total stockholders'
	Shares		Par value		Shares		Par value		capital			deficit			deficit
Balance at December 31, 2012		96,623	$	97		345,494,891	$	345,495		(30,201	)	$	(894,534	)	$	(579,143	)
January through March 2013, issuance of common
stock to convertible noteholders		-		-		92,573,917		92,573		75,754			-			168,327
Net loss		-		-		-		-		-			(83,530	)		(83,530	)
Balance at March 31, 2013		96,623	$	97		438,068,808	$	438,068	$	45,553		$	(978,064	)	$	(494,346	)

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GREENFIELD FARMS FOOD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended
	March 31,
	2013			2012
Cash Flows from Operating Activities
Net loss for the period	$	(83,530	)	$	(90,650	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		368			1,717
Loss on sale of equipment		12,983			10,845
Amoritization of discount on debt		7,567			-
Change in Derivative Liability		(85,150	)		-
Loss on Conversion of Debt		105,228			-
Changes in Assets and Liabilities
(Increase) decrease in deferred offering costs		115			-
Increase in accounts payable		31,304			100
Increase in accrued wages and taxes		-			34,930
Increase in accrued interest		988			998
Increase in accrued interest – related parties		1,598			630
Increase in accrued interest – convertible notes payable		3,467			1,862
Net Cash used in Operating Activities		(5,062	)		(39,568	)
Cash Flows from Investing Activities:
Purchase of property and equipment		-			(535	)
Proceeds from sale of equipment		-			-
Cash received in merger		-			8,500
Net Cash Provided by (Used in) Investing Activities		-			7,965
Cash Flows from Financing Activities:
Proceeds from notes payable		6,000			-
Proceeds from notes payable - related parties		-			800
Payments on notes payable - related parties		-			-
Payments on notes payable		(935	)		-
Proceeds from convertible notes payable					27,500
Proceeds from the sale of common stock					-
Contributed Capital		-			-
Net Cash Provided by Financing Activities		5,065			28,300
Net Increase (Decrease) in Cash and Cash Equivalents		3			(3,303	)
Cash and Cash Equivalents – Beginning		97			4,454
Cash at End of Period	$	100		$	1,151
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Accrued Interest		(2,000	)		-
Convertible Notes		(61,100	)		-
Common stock		63,100			-
Derivative Liability		(41,144	)		-
Debt Discount Liability		41,144			-
		-			-

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GREENFIELD FARMS FOOD, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2013

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, 2012. 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 statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three month period ended March 31, 2013. Operating results for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. As of March 31, 2013 and December 31, 2012, 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 Grassfed Beef, Inc. (the "Company"), now known as Greenfield Farms Food, Inc., was incorporated under the laws of the State of North Carolina on December 30, 2010. The Company is a consumer and wholesale driven producer of grassfed beef. The company has USDA-FSIS approval to market and label its product as “Grassfed Beef”. The company has distributed product on a very limited basis to Lowes Foods Stores which has approximately 100 locations throughout North and South Carolina. We are a newly created company with very limited resources and as a result, our deliveries of grassfed beef in 2012 were also very limited. We are hopeful that our change in business plan through a new licensing program announced in the first quarter of 2013 will allow us to expand our business and enhance our market and brand presence. With this program, the Company will phase away from our traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding our brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept will allow for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns. In the first quarter of 2013 we signed our first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive. The management of Hill Meadow Foods is headed by former Greenfield Chief Executive Officer, Mr. Larry Moore. We believe this time will allow us to properly develop the parameters of the licensing program as well as explore other business opportunities, including our potential acquisition of Carmelo's Pizzerias announced in the first quarter of 2013.

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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. This give effective control of the Company to the holders of the Series A preferred shares. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest. As of March 31, 2013 no conversion has taken place.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The Company's functional currency and reporting currency is the United States dollar.

Financial Instruments

The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.

Accounting Basis

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

Income Taxes

The Company has elected to be taxed as a “C” corporation. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2013.

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Dividends

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

Impairment of Long-Lived Assets

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

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three month period ended March 31, 2013.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. As of March 31, 2013, the Company has not issued any stock-based payments to its employees.

Accounting Pronouncements

No accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 5 – NOTE PAYABLE

On July 26, 2011, the Company issued a promissory note for $50,000. The note is secured by the Company’s common stock, bears 8% interest, and was due on January 26, 2012. The note is currently in default. Total interest expense on this note was $986 for the quarter ended March 31 2013.

NOTE 6 – NOTES PAYABLE – RELATED PARTIES

During the year ended December 31, 2011, several board members and shareholders loaned the company money to help fund operations. The loans outstanding total $31,000 are all secured by the Company’s common stock, bear 8% interest and were due during the year ended December 31, 2011.

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

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

Total interest expense on the related party loans was $1,600 for the quarter ended March 31, 2013.

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NOTE 7 – CONVERTIBLE NOTES PAYABLE

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

During the three month period ended March 31, 2013 Asher Enterprises issued notices of conversion to convert the principal balance remaining of $31,200 along with $2,000 in interest payable on the September 2011 note for 47,269,842 shares at a price of $0.0007 per share. The remaining balance of the note after the conversions was $-0-. A $58,354 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the point of conversion.

During the three month period ended March 31, 2013 Asher Enterprises issued notices of conversion to convert $29,900 on the November 2011 note for 45,304,075 shares at a price of $0.0007 per share. The remaining balance of the note after the conversions was $2,600. A $46,873 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the point of conversion.

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

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

On August 13, 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 is convertible by the holder after 180 days at 35% of the lowest trading price in the thirty trading days before the conversion. The note was not yet convertible as of December 31, 2012.

On August 21, 2012, the Company issued a convertible promissory note in the amount of $1,500. The note is unsecured, due on demand and bears interest at 8% per annum. The note is convertible into shares of common stock at the market price. During the quarter ended March 31, 2013, $935 was repaid on this note leaving a balance due of $565.

On February 19, 2013, the Company issued a convertible promissory note to CareBourn Partners in the principal amount of $6,000 with an interest rate of 8% per annum due on December 19, 2013. The note is 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.

Total interest expense on these notes was $3,533 for the quarter ended March 31, 2013.

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NOTE 8 – DERIVATIVE LIABILITY

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

The beneficial conversion feature included in notes currently convertible and not in default resulted in initial debt discounts of $26,000 and an initial loss on the valuation of the derivative liabilities of $65,224 based on the initial fair value of the derivative liabilities of $91,224. The fair value of the embedded derivative liabilities were calculated at the conversion commencing dates utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013
Note amount	$	20,000		$	6,000
Stock price at convertible date	$	0.002		$	0.0025
Expected life (years)		.48			.83
Risk free interest rate		.12	%		.15	%
Volatility		342.62	%		312.35	%
Initial derivative value	$	73,036		$	18,188

At March 31, 2013, only one Asher note and the CareBourn note remained convertible and not in default. All convertible notes in default no longer were valued for the derivative liability and a loss on the conversion of stock will be recorded at the time of any future conversion.The fair value of the embedded derivative liability was calculated at March 31, 2013 utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013
Note amount	$	20,000		$	6,000
Stock price at convertible date	$	0.0014		$	0.0014
Expected life (years)		.34			.72
Risk free interest rate		.11	%		.15	%
Volatility		338.05	%		314.41	%
Derivative value	$	68,630		$	19,882

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NOTE 9 – COMMON STOCK

The authorized capital of the Company is 950,000,000 common shares with a par value of $0.001 per share of which the Company has issued 438,068,808 shares. The Company has also authorized 50,000,000 shares of preferred stock par value $0.001 and authorized up to 100,000 shares of a Series A Convertible Preferred Stock of which 96,623 are currently issued and outstanding.

NOTE 10 – SUBSEQUENT EVENTS

During the period from April 1, 2013 to May 1, 2013, an additional $33,900 in principal and interest on the Asher notes has been converted into 86,031,373shares of our common stock at $0.0004 per share.

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to March 31, 2013 to the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Forward Looking Statements

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

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

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

Overview

Greenfield is a consumer and wholesale driven producer of grassfed beef. The company has USDA-FSIS approval to market and label its product as “Grassfed Beef”. The company has distributed product on a very limited basis to Lowes Foods Stores which has approximately 100 locations throughout North and South Carolina. We are a newly created company with very limited resources and as a result, our deliveries of grassfed beef in 2012 were also very limited. We are hopeful that our change in business plan through a new licensing program announced in the first quarter of 2013 will allow us to expand our business and enhance our market and brand presence. With this program, the Company will phase away from our traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding our brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept will allow for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns. In the first quarter of 2013 we signed our first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive. We believe this time will allow us to properly develop the parameters of the licensing program as well as explore other business opportunities, including our potential acquisition of Carmela's Pizzerias announced in the first quarter of 2013.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Overall, we had a net loss of $83,530 for the three months ended March 31, 2013. During the three months ended March 31, 2013, we had cash flow used by operations of $5,062, net cash provided by investing activities of $0, and cash flows provided by financing activities of $5,065. At the end of the three month period ending March 31, 2013, our cash balance was $100.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash flow used in operating activities was $5,062 which included non-cash adjustments to derivative liabilities from convertible notes payable totaling $(85,150) and loss on conversion of debt of $105,228. Other non-cash adjustments included loss on sale of equipment of $12,983 from the transfer of a GMC truck to our former president for services. The adjustments to reconcile the net loss to net cash for the period ended March 31, 2013 included depreciation expense of $368 and amortization of discount on debt of $7,567 from our convertible notes. Accounts payable increased by $31,304.

CASH FLOWS FROM FINANCING ACTIVITIES. For the three months ended March 31, 2013, cash flows from financing activities were $5,065, which consisted of proceeds from issuance of convertible notes payable of $6,000 that was offset by $935 for payments made on convertible notes.

INTERNAL SOURCES OF LIQUIDITY. There is no assurance that funds from our operations will meet the requirements of our daily operations in the future. In the event that funds from our operations are insufficient to meet our operating requirements, we will need to seek other sources of financing to maintain liquidity. This could include further convertible notes and other security instruments that may incur substantial dilution to our current stockholders.

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EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing options in 2013 as we look to secure additional funds to both stabilize and grow our business operations. 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 or non-dilutive to us or our existing shareholders. We anticipate we will be required to issue additional promissory notes convertible into shares of our common stock at significant discounts to market prices that would result in significant dilution to our current stockholders.

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

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

RESULTS OF OPERATIONS.

Three month period ended March 31, 2013 versus March 31, 2012

Operating Expenses

The Company recorded losses before income taxes of $83,530 for the three months ended March 31, 2013. We had no revenue or cost of goods sold for the three months ended March 31, 2013. For the three months ended March 31, 2013 total operating expenses were $49,767 including general and administrative expenses of $23,818 and loss on sale of equipment of $12,984.

For the three month period ended March 31, 2012, the Company recorded losses before income taxes of $90,650 with no revenue and cost of goods sold of $5,993 for a loss before operating expenses of $5,993. Total operating expenses were $81,167 for the three month period ended March 31, 2012 including general and administrative expenses of $1,046. The Company experienced significant decreases in wages and taxes in the 2013 period versus the 2012 period as the Company's operations were limited and we no longer had employees. We did accrue $22,500 in management fees payable to our president, Henry Fong that is included in general and administrative expense.

Other Expenses

The company incurred other expenses of $33,763 for the three months ended March 31, 2013 that was derived primarily from changes in derivative liability of $(85,150) that was offset by loss on conversion of debt of $105,227 and amortization expense on discount of debt of $7,567 all related to the Company's outstanding convertible notes. There was no similar expense in the three month period ended March 31, 2012 as the Company had no outstanding derivative liabilities during that period. Interest expense was $6,119 for the three months ended March 31, 2013 versus $3,490 for the three months ended March 31, 2012.

14

Net Loss

The net loss for the three months ended March 31, 2013 was $83,530 as compared to net loss of $90,650 for the three months ended March 31, 2012. Our net loss decreased primarily from a decrease in operating costs as we move toward a license fee based business model.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and our Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

To evaluate the effectiveness of our internal controls over financial reporting, we have adopted the framework prescribed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We believe that this framework will assist in the provision of reasonable assurance of the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with applicable laws and regulations. In adopting the COSO framework, we maintain a control environment, perform risk assessments, carry out control activities, emphasize quality information and effective communication, and perform monitoring. In the maintenance of a control environment, we are committed to integrity and ethical values as well as to competence. We strive to assign authority and responsibility in a manner that supports our internal controls, and we also maintain human resources policies and procedures designed to support our internal controls. Our risk assessments are designed to ensure the achievement of company-wide and process-level objectives as well as to identify and analyze risks while managing change. We believe that all of these components together form a foundation for sound internal control through directed leadership, shared values and a culture that emphasizes accountability for control.

As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

The Certifying Officers have also concluded, based on our evaluation of our controls and procedures that as of March 31, 2013, our internal controls over financial reporting are not effective and provide a reasonable assurance of achieving their objective.

15

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions. Therefore, effective internal control over financial reporting provides only reasonable, and not absolute, assurance that a restatement of our financial statements would be prevented or detected.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in the our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Conclusions regarding disclosure controls and procedures.

Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Exchange Act as of March 31, 2013, and, based on their evaluation, as of the end of such period, the our disclosure controls and procedures were effective as of the end of the period covered by the Annual Report.

Management’s Report On Internal Control Over Financial Reporting.

It is management’s responsibilities to establish and maintain adequate internal controls over the Company’s financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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

·   Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management of the issuer; and

·   Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

16

As of the end of the period covered by the Quarterly Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, internal controls over financial reporting were not effective as of the end of the period covered by the Report.

Due to our small size and limited financial resources, corporate secretary and chief executive officer are the only individuals involved in the accounting and financial reporting. As a result, there is limited segregation of duties in the accounting function, leaving all aspects of financial reporting and physical control of cash primarily in the hands of two individuals. This limited segregation of duties represents a material weakness. We will continue to periodically review our disclosure controls and procedures and internal control over financial reporting and make modifications from time to time considered necessary or desirable.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17

PART II

ITEM 1. 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 bankruptcy petition

·   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.

We may be subject to, from time to time, various legal proceedings relating to claims arising out of our operations in the ordinary course of our business. We are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on the business, financial condition, or results of operations of the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

None

ITEM 5. OTHER INFORMATION.

None

18

ITEM 6. EXHIBITS.

Exhibits:
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

Exhibits required to be filed by Item 601.:

** 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.

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	Greenfield Farms Food, Inc.
Date: May 20, 2013	By:	/s/ Henry Fong
		Henry Fong Principal Executive Officer and Principal Financial Officer

20

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Henry Fong, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Greenfield Farms Food, Inc. (the “registrant”);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining internal disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 20, 2013	By:	/s/ Henry Fong
		Henry Fong
		Principal Executive Officer and Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Greenfield Farms Food, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Henry Fong, President, Chief Executive Officer and Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

Date: May 20, 2013	By:	/s/ Henry Fong
		Henry Fong
		Principal Executive Officer and Principal Accounting Officer

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO GREENFIELD FARMS FOOD, INC. AND WILL BE RETAINED BY GREENFIELD FARMS FOOD, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

XML

ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 3. ORGANIZATION AND NATURE OF BUSINESS

Greenfield Farms Grassfed Beef, Inc. (the "Company"), now known as Greenfield Farms Food, Inc., was incorporated under the laws of the State of North Carolina on December 30, 2010. The Company is a consumer and wholesale driven producer of grassfed beef. The company has USDA-FSIS approval to market and label its product as “Grassfed Beef”. The company has distributed product on a very limited basis to Lowes Foods Stores which has approximately 100 locations throughout North and South Carolina. We are a newly created company with very limited resources and as a result, our deliveries of grassfed beef in 2012 were also very limited. We are hopeful that our change in business plan through a new licensing program announced in the first quarter of 2013 will allow us to expand our business and enhance our market and brand presence. With this program, the Company will phase away from our traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding our brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept will allow for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns. In the first quarter of 2013 we signed our first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive. The management of Hill Meadow Foods is headed by former Greenfield Chief Executive Officer, Mr. Larry Moore. We believe this time will allow us to properly develop the parameters of the licensing program as well as explore other business opportunities, including our potential acquisition of Carmelo's Pizzerias announced in the first quarter of 2013.

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. This give effective control of the Company to the holders of the Series A preferred shares. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest. As of March 31, 2013 no conversion has taken place.

XML

GOING CONCERN

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 2. GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. As of March 31, 2013 and December 31, 2012, 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.

XML

CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 100	$ 97
Deferred charges	1,447	1,562
Total Current Assets	1,547	1,659
Property and equipment, net	2,543	15,894
Security Deposits	303	303
Total Assets	4,393	17,856
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts Payable	122,985	91,680
Accrued interest	6,732	5,744
Accrued interest - related parties	7,605	6,007
Accrued interest - convertible notes payable	20,072	18,605
Derivative Liability	88,513	214,807
Note Payable	50,000	51,600
Notes payable - related parties	81,100	81,000
Convertible notes payable, net of debt discount	121,732	127,556
Total Liabilities	498,739	596,999
Stockholders' Deficit
Preferred stock, par value $.001, 50,000,000 shares authorized; 96,623 series A convertible shares issued and outstanding	97	97
Common stock, par value $.001, 950,000,000 shares authorized; 438,068,808 and 345,494,891 shares issued and outstanding, respectively	438,068	345,495
Additional paid-in capital	45,553	(30,201)
Accumulated deficit	(978,064)	(894,534)
Total Stockholders' Deficit	(494,346)	(579,143)
Total Liabilities and Stockholders' Deficit	$ 4,393	$ 17,856

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows from Operating Activities:
Net loss for the period	$ (83,530)	$ (90,650)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation	368	1,717
Loss on sale of equipment	12,983	10,845
Amortization of debt discount	7,567
Change in Derivative Liability	(85,150)
Loss on conversion of debt	105,228
Changes in Assets and Liabilities
(Increase) decrease in deferred offering costs	115
Increase in accounts payable	31,304	100
Increase in accrued wages and taxes		34,930
Increase in accrued interest	988	998
Increase in accrued interest - related parties	1,598	630
Increase in accrued interest - convertible notes payable	3,467	1,862
Net Cash Used in Operating Activities	(5,062)	(39,568)
Cash Flow from Investing Activities
Purchase of property and equipment		(535)
Proceeds from sale of equipment
Cash received in merger		8,500
Net Cash Provided by (Used in) Investing Activities		7,965
Cash Flow From Financing Activities
Proceeds from note payable	6,000
Proceeds from notes payable - related parties		800
Payments on notes payable - related parties
Payments on notes payable	(935)
Proceeds from convertible notes payable		27,500
Proceeds from the sale of common stock
Contributed capital
Net Cash Provided by Financing Activities	5,065	28,300
Net Increase (Decrease) in Cash and Cash Equivalents	3	(3,303)
Cash and Cash Equivalents - Beginning	97	4,454
Cash at End of Period	100	1,151
Supplemental Cash Flow Information:
Cash paid for interest
Cash paid for income taxes
Non-Cash Investing and Financing Activities:
Accrued Interest	(2,000)
Convertible Notes	(61,100)
Common stock	63,100
Derivative Liability	(41,144)
Debt Discount Liability	$ 41,144

XML

CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Interest expense convertible note	$ 3,345
Share outstanding	438,068,808	345,494,891
Remaining balance after conversion	2,600
Loss on conversion of shares	46,873
Amount repaid	935
Leaving a balance	565
Interest expense on notes	3,533
Asher Enterprises
Interest expense convertible note	2,000
Principal balance of notes payable	31,200
Share outstanding	47,269,842
Share price	$ 0.0007
Asher Enterprises 1
Principal balance of notes payable	$ 29,900
Share outstanding	45,304,075
Share price	$ 0.0007

XML

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

NOTE 1. BASIS OF PRESENTATION

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2012. 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 statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three month period ended March 31, 2013. Operating results for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Stockholders' Deficit
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	50,000,000	50,000,000
Preferred stock series A, issued shares	96,623	96,623
Preferred stock series A, outstanding shares	96,623	96,623
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized	950,000,000	950,000,000
Common stock, Issued	438,068,808	345,494,891
Common stock, outstanding	438,068,808	345,494,891

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2013

Summary Of Significant Accounting Policies Policies

Basis of Presentation

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.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The Company's functional currency and reporting currency is the United States dollar.

Financial Instruments

The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.

Accounting Basis

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

Income Taxes

The Company has elected to be taxed as a “C” corporation. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2013.

Dividends

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

Impairment of Long-Lived Assets

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

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three month period ended March 31, 2013.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. As of March 31, 2013, the Company has not issued any stock-based payments to its employees.

Accounting Pronouncements

No accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 01, 2013
Document And Entity Information
Entity Registrant Name	Greenfield Farms Food, Inc.
Entity Central Index Key	0001440517
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		524,100,181
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

XML

DERIVATIVE LIABILITY (Tables)

3 Months Ended

Mar. 31, 2013

Fair value of the embedded derivative liabilities

The beneficial conversion feature included in notes currently convertible and not in default resulted in initial debt discounts of $26,000 and an initial loss on the valuation of the derivative liabilities of $65,224 based on the initial fair value of the derivative liabilities of $91,224. The fair value of the embedded derivative liabilities were calculated at the conversion commencing dates utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013
Note amount	$	20,000		$	6,000
Stock price at convertible date	$	0.002		$	0.0025
Expected life (years)		.48			.83
Risk free interest rate		.12	%		.15	%
Volatility		342.62	%		312.35	%
Initial derivative value	$	73,036		$	18,188

At March 31, 2013, only one Asher note and the CareBourn note remained convertible and not in default. All convertible notes in default no longer were valued for the derivative liability and a loss on the conversion of stock will be recorded at the time of any future conversion. The fair value of the embedded derivative liability was calculated at March 31, 2013 utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013
Note amount	$	20,000		$	6,000
Stock price at convertible date	$	0.0014		$	0.0014
Expected life (years)		.34			.72
Risk free interest rate		.11	%		.15	%
Volatility		338.05	%		314.41	%
Derivative value	$	68,630		$	19,882

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements Of Operations
Gross Revenues
Cost of Goods Sold		5,993
Gross (Loss) Profit		(5,993)
Operating Expenses
Professional fees	12,199	2,830
Rent		6,150
Wages and taxes		49,050
Consulting		1,375
Advertising	398
Equipment rental		4,736
Insurance		754
Telephone and utilities		2,664
Depreciation	368	1,717
General and administrative	23,818	1,046
Loss on sale of equipment	12,984	10,845
Total Operating Expenses	49,767	81,167
Loss From Operations	(49,767)	(87,160)
Other Income (Expenses)
Interest expense	6,119	3,490
Change in derivative liability	(85,150)
Loss on conversion of debt	105,227
Amoritization expense on discount of debt	7,567
Total Other Expenses	33,763	3,490
Loss Before Income Taxes	(83,530)	(90,650)
Provision for Income Taxes
Net Loss	$ (83,530)	$ (90,650)
Basic and Diluted	380,455,830	323,048,520
Basic and Diluted	$ 0.00	$ 0.00

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NOTES PAYABLE - RELATED PARTIES

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 6. NOTES PAYABLE - RELATED PARTIES

During the year ended December 31, 2011, several board members and shareholders loaned the company money to help fund operations. The loans outstanding total $31,000 are all secured by the Company’s common stock, bear 8% interest and were due during the year ended December 31, 2011.

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

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

Total interest expense on the related party loans was $1,600 for the quarter ended March 31, 2013.

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NOTE PAYABLE

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 5. NOTE PAYABLE

On July 26, 2011, the Company issued a promissory note for $50,000. The note is secured by the Company’s common stock, bears 8% interest, and was due on January 26, 2012. The note is currently in default. Total interest expense on this note was $986 for the quarter ended March 31 2013.

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DERIVATIVE LIABILITY (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Conversion on August 13, 2012 [Member]
Note amount	$ 20,000
Stock price at convertible date	$ 0.0014
Expected life (years)	0 years 4 months 2 days
Risk free interest rate	0.11%
Volatility	338.05%
Initial derivative value	68,630
Conversion on August 13, 2012 [Member] | Conversion Commencing Dates [Member]
Note amount	20,000
Stock price at convertible date	$ 0.002
Expected life (years)	0 years 5 months 23 days
Risk free interest rate	0.12%
Volatility	342.62%
Initial derivative value	73,036
Conversion on February 19, 2013 [Member]
Note amount	6,000
Stock price at convertible date	$ 0.0014
Expected life (years)	0 years 8 months 19 days
Risk free interest rate	0.15%
Volatility	314.41%
Initial derivative value	19,882
Conversion on February 19, 2013 [Member] | Conversion Commencing Dates [Member]
Note amount	6,000
Stock price at convertible date	$ 0.0025
Expected life (years)	0 years 9 months 29 days
Risk free interest rate	0.15%
Volatility	312.35%
Initial derivative value	$ 18,188

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013
Summary Of Significant Accounting Policies Details Narrative
Advertising expense	$ 0

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COMMON STOCK

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 9. COMMON STOCK

The authorized capital of the Company is 950,000,000 common shares with a par value of $0.001 per share of which the Company has issued 438,068,808 shares. The Company has also authorized 50,000,000 shares of preferred stock par value $0.001 and authorized up to 100,000 shares of a Series A Convertible Preferred Stock of which 96,623 are currently issued and outstanding.

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 7. CONVERTIBLE NOTES PAYABLE

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

During the three month period ended March 31, 2013 Asher Enterprises issued notices of conversion to convert the principal balance remaining of $31,200 along with $2,000 in interest payable on the September 2011 note for 47,269,842 shares at a price of $0.0007 per share. The remaining balance of the note after the conversions was $-0-. A $58,354 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the point of conversion.

During the three month period ended March 31, 2013 Asher Enterprises issued notices of conversion to convert $29,900 on the November 2011 note for 45,304,075 shares at a price of $0.0007 per share. The remaining balance of the note after the conversions was $2,600. A $46,873 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the point of conversion.

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

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

On August 13, 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 is convertible by the holder after 180 days at 35% of the lowest trading price in the thirty trading days before the conversion. The note was not yet convertible as of December 31, 2012.

On August 21, 2012, the Company issued a convertible promissory note in the amount of $1,500. The note is unsecured, due on demand and bears interest at 8% per annum. The note is convertible into shares of common stock at the market price. During the quarter ended March 31, 2013, $935 was repaid on this note leaving a balance due of $565.

On February 19, 2013, the Company issued a convertible promissory note to CareBourn Partners in the principal amount of $6,000 with an interest rate of 8% per annum due on December 19, 2013. The note is 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.

Total interest expense on these notes was $3,533 for the quarter ended March 31, 2013.

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DERIVATIVE LIABILITY

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 8. DERIVATIVE LIABILITY

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

The beneficial conversion feature included in notes currently convertible and not in default resulted in initial debt discounts of $26,000 and an initial loss on the valuation of the derivative liabilities of $65,224 based on the initial fair value of the derivative liabilities of $91,224. The fair value of the embedded derivative liabilities were calculated at the conversion commencing dates utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013
Note amount	$	20,000		$	6,000
Stock price at convertible date	$	0.002		$	0.0025
Expected life (years)		.48			.83
Risk free interest rate		.12	%		.15	%
Volatility		342.62	%		312.35	%
Initial derivative value	$	73,036		$	18,188

At March 31, 2013, only one Asher note and the CareBourn note remained convertible and not in default. All convertible notes in default no longer were valued for the derivative liability and a loss on the conversion of stock will be recorded at the time of any future conversion. The fair value of the embedded derivative liability was calculated at March 31, 2013 utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013
Note amount	$	20,000		$	6,000
Stock price at convertible date	$	0.0014		$	0.0014
Expected life (years)		.34			.72
Risk free interest rate		.11	%		.15	%
Volatility		338.05	%		314.41	%
Derivative value	$	68,630		$	19,882

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 10. SUBSEQUENT EVENTS

During the period from April 1, 2013 to May 1, 2013, an additional $33,900 in principal and interest on the Asher notes has been converted into 86,031,373shares of our common stock at $0.0004 per share.

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to March 31, 2013 to the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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NOTES PAYABLE - RELATED PARTIES (Details Narrative) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2011	Dec. 31, 2012 Former Officer [Member]
Loans outstanding		$ 31,000
Promissory note issued			50,000
Interest on promissory note		8.00%	8.00%
Interest expense on the related party loans	$ 1,600

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (USD $)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2012	$ 97	$ 345,495	$ (30,201)	$ (894,534)	$ (579,143)
Beginning Balance, Shares at Dec. 31, 2012	96,623	345,494,891
January through March 2013, issuance of common stock to convertible noteholders, Amount		92,573	75,754		168,327
January through March 2013, issuance of common stock to convertible noteholders, Shares		92,573,917
Net loss				(83,530)	(83,530)
Ending Balance, Amount at Mar. 31, 2013	$ 97	$ 438,068	$ 45,553	$ (978,064)	$ (494,346)
Ending Balance, Shares at Mar. 31, 2013	96,623	438,068,808

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Note 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The Company's functional currency and reporting currency is the United States dollar.

Financial Instruments The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.

Accounting Basis

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

Income Taxes

The Company has elected to be taxed as a “C” corporation. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2013.

Dividends

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

Impairment of Long-Lived Assets

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

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three month period ended March 31, 2013.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. As of March 31, 2013, the Company has not issued any stock-based payments to its employees.

Accounting Pronouncements

No accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

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NOTE PAYABLE (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013
Note Payable Details Narrative
Interest expense on promissory note	$ 986