x
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarter ended June 30, 2013 | |
o |
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _______to_______ |
Nevada
|
26-2909561
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
|
x |
CONSOLIDATED BALANCE SHEETS (Unaudited)
|
June 30,
2013
|
December 31,
2012
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 70 | $ | 97 | ||||
Prepaid expense
|
5,750 | - | ||||||
Deferred charges
|
5,253 | 1,562 | ||||||
Total Current Assets
|
11,073 | 1,659 | ||||||
Property and equipment, net
|
2,175 | 15,894 | ||||||
Other Assets
|
||||||||
Security deposits
|
303 | 303 | ||||||
Total Assets
|
$ | 13,551 | $ | 17,856 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Liabilities
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 73,696 | $ | 91,680 | ||||
Accrued interest
|
7,726 | 5,744 | ||||||
Accrued interest – related parties
|
8,383 | 6,007 | ||||||
Accrued interest – convertible notes payable
|
19,638 | 18,605 | ||||||
Derivative liability
|
107,809 | 214,807 | ||||||
Notes payable
|
50,000 | 51,600 | ||||||
Notes payable – related parties
|
31,100 | 81,000 | ||||||
Convertible notes payable, net of debt discount
|
207,532 | 127,556 | ||||||
Total Liabilities
|
505,884 | 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;
|
||||||||
867,307,252 and 345,494,891 shares issued and outstanding, respectively
|
867,307 | 345,495 | ||||||
Additional paid-in capital
|
(66,648 | ) | (30,201 | ) | ||||
Accumulated deficit
|
(1,293,088 | ) | (894,534 | ) | ||||
Total Stockholders' Deficit
|
(492,332 | ) | (579,143 | ) | ||||
Total Liabilities and Stockholders’ Deficit
|
$ | 13,551 | $ | 17,856 |
GREENFIELD FARMS FOOD, INC.
|
||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Gross Revenues
|
$ | - | $ | 6,921 | $ | - | $ | 6,921 | ||||||||
Cost of Goods Sold
|
- | 8,930 | - | 14,923 | ||||||||||||
Gross (Loss) Profit
|
- | (2,009 | ) | - | (8,002 | ) | ||||||||||
Operating Expenses
|
||||||||||||||||
Professional fees
|
19,751 | 13,861 | 31,950 | 16,691 | ||||||||||||
Rent
|
- | 2,400 | - | 8,550 | ||||||||||||
Wages and taxes
|
- | 32,700 | - | 81,750 | ||||||||||||
Consulting
|
- | - | - | 1,375 | ||||||||||||
Advertising
|
199 | - | 597 | - | ||||||||||||
Equipment rental
|
- | 250 | - | 4,986 | ||||||||||||
Insurance
|
- | - | - | 754 | ||||||||||||
Telephone and utilities
|
- | 1,282 | - | 3,946 | ||||||||||||
Depreciation
|
369 | 1,352 | 737 | 3,069 | ||||||||||||
General and administrative
|
33,636 | 11,451 | 57,454 | 12,497 | ||||||||||||
Loss on sale of equipment
|
- | - | 12,983 | 10,845 | ||||||||||||
Total Operating Expenses
|
53,955 | 63,296 | 103,721 | 144,463 | ||||||||||||
Loss From Operations
|
(53,955 | ) | (65,305 | ) | (103,721 | ) | (152,465 | ) | ||||||||
Other Expenses
|
||||||||||||||||
Interest expense
|
6,137 | 3,975 | 12,255 | 7,465 | ||||||||||||
Derivative expense
|
- | 231,653 | - | 231,653 | ||||||||||||
Change in Derivative Liability
|
4,296 | 279,303 | (80,854 | ) | 279,303 | |||||||||||
Loss on Conversion of Debt
|
233,839 | - | 339,066 | 35,833 | ||||||||||||
Amortization expense on discount of debt
|
16,800 | 35,833 | 24,367 | - | ||||||||||||
Total Other Expenses
|
261,071 | 550,764 | 294,834 | 554,254 | ||||||||||||
Loss Before Income Taxes
|
(315,025 | ) | (616,069 | ) | (398,554 | ) | (706,719 | ) | ||||||||
Provision for Income Taxes
|
- | - | - | - | ||||||||||||
Net Loss
|
$ | (315,025 | ) | $ | (616,069 | ) | $ | (398,554 | ) | $ | (706,719 | ) | ||||
Weighted Average Number of Shares Outstanding:
|
||||||||||||||||
Basic and Diluted
|
585,560,619 | 323,048,520 | 442,972,950 | 323,048,520 | ||||||||||||
Net Loss per Share:
|
||||||||||||||||
Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
GREENFIELD FARMS FOOD, INC.
|
|||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|
|||||||||||||||||||||||||
AS OF JUNE 30, 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 June 2013, issuance of common
|
||||||||||||||||||||||||||||
stock to convertible noteholders
|
- | - | 521,812,361 | 521,812 | (36,447 | ) | - | 485,365 | ||||||||||||||||||||
Net loss
|
- | - | - | - | - | (398,554 | ) | (398,554 | ) | |||||||||||||||||||
Balance at June 30, 2013
|
96,623 | $ | 97 | 867,307,252 | $ | 867,307 | $ | (66,648 | ) | $ | (1,293,088 | ) | $ | (492,332 | ) |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
Six Months Ended
|
||||||||
June 30,
|
||||||||
2013
|
2012
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net loss for the period
|
$ | (398,554 | ) | $ | (90,650 | ) | ||
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
||||||||
Depreciation
|
737 | 1,717 | ||||||
Loss on sale of equipment
|
12,983 | 10,845 | ||||||
Amoritization of discount on debt
|
24,367 | - | ||||||
Change in Derivative Liability
|
(80,854 | ) | - | |||||
Loss on Conversion of Debt
|
339,066 | - | ||||||
Changes in Assets and Liabilities
|
||||||||
(Increase) decrease in deferred offering costs
|
(3,691 | ) | - | |||||
(Increase) in prepaid expense
|
(5,750 | ) | - | |||||
(Decrease) increase in accounts payable
|
15 | 100 | ||||||
Increase in accrued wages and taxes
|
- | 34,930 | ||||||
Increase in accrued interest
|
1,982 | 998 | ||||||
Increase in accrued interest – related parties
|
2,376 | 630 | ||||||
Increase in accrued interest – convertible notes payable
|
7,833 | 1,862 | ||||||
Net Cash used in Operating Activities
|
(99,492 | ) | (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
|
- | - | ||||||
Proceeds from notes payable - related parties
|
- | 800 | ||||||
Payments on notes payable - related parties
|
(50,000 | ) | - | |||||
Payments on notes payable
|
(935 | ) | - | |||||
Proceeds from convertible notes payable
|
150,400 | 27,500 | ||||||
Proceeds from the sale of common stock
|
- | - | ||||||
Contributed Capital
|
- | - | ||||||
Net Cash Provided by Financing Activities
|
99,465 | 28,300 | ||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(27 | ) | (3,303 | ) | ||||
Cash and Cash Equivalents – Beginning
|
97 | 4,454 | ||||||
Cash at End of Period
|
$ | 70 | $ | 1,151 | ||||
Supplemental Cash Flow Information:
|
||||||||
Cash paid for interest
|
$ | - | $ | - | ||||
Cash paid for income taxes
|
$ | - | $ | - | ||||
Non-Cash Investing and Financing Activities:
|
||||||||
Accrued Interest
|
(6,800 | ) | - | |||||
Convertible Notes
|
(139,500 | ) | - | |||||
Common stock
|
146,300 | - | ||||||
Accounts payable
|
(18,000 | ) | - | |||||
Convertible Notes
|
18,000 | - | ||||||
- | - |
Note date
|
August 13,
2012
|
February 19,
2013
|
May 3,
2013
|
|||||||||
Note amount
|
$ | 20,000 | $ | 6,000 | $ | 21,000 | ||||||
Stock price at convertible date
|
$ | 0.002 | $ | 0.0025 | $ | 0.0007 | ||||||
Expected life (years)
|
.48 | .83 | .5 | |||||||||
Risk free interest rate
|
.12 | % | .15 | % | .08 | % | ||||||
Volatility
|
342.62 | % | 312.35 | % | 272.39 | % | ||||||
Initial derivative value
|
$ | 73,036 | $ | 18,188 | $ | 34,214 |
Note date
|
August 13,
2012
|
February 19,
2013
|
May 3,
2013
|
|||||||||
Note amount
|
$ | 20,000 | $ | 6,000 | $ | 21,000 | ||||||
Stock price at convertible date
|
$ | 0.0003 | $ | 0.0003 | $ | 0.0003 | ||||||
Expected life (years)
|
.09 | .47 | .35 | |||||||||
Risk free interest rate
|
.06 | % | .16 | % | .08 | % | ||||||
Volatility
|
521.66 | % | 255.13 | % | 168.91 | % | ||||||
Derivative value
|
$ | 71,037 | $ | 15,598 | $ | 21,174 |
·
|
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.
|
·
|
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.
|
·
|
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.
|
Exhibits:
|
||
3.1
|
Certificate of Designation of Series B Convertible Preferred Stock. Filed herewith.
|
|
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
|
Greenfield Farms Food, Inc.
|
|||
Date: August 14, 2013
|
By:
|
/s/ Henry Fong
|
|
Henry Fong
Principal Executive Officer and
Principal Financial Officer
|
GREENFIELD FARMS FOOD, INC.:
|
|||
|
By:
|
/s/ Henry Fong | |
Henry Fong | |||
Chief Executive Officer & Sole Director | |||
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: August 14, 2013
|
By: |
/s/ Henry Fong
|
|
Henry Fong
|
|||
Principal Executive Officer and
Principal Accounting Officer
|
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: August 14, 2013
|
By: |
/s/ Henry Fong
|
|
Henry Fong
|
|||
Principal Executive Officer and
Principal Accounting Officer
|
Summary Of Significant Accounting Policies (Policies)
|
6 Months Ended |
---|---|
Jun. 30, 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 Companys 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 Companys 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 June 30, 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 Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $597 during the six month period ended June 30, 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 June 30, 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 Companys financial position, operations or cash flows. |
Consolidated Statements Of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Consolidated Statements Of Operations | ||||
Gross Revenues | $ 6,921 | $ 6,921 | ||
Cost of Goods Sold | 8,930 | 14,923 | ||
Gross (Loss) Profit | (2,009) | (8,002) | ||
Operating Expenses | ||||
Professional fees | 19,751 | 13,861 | 31,950 | 16,691 |
Rent | 2,400 | 8,550 | ||
Wages and taxes | 32,700 | 81,750 | ||
Consulting | 1,375 | |||
Advertising | 199 | 597 | ||
Equipment rental | 250 | 4,986 | ||
Insurance | 754 | |||
Telephone and utilities | 1,282 | 3,946 | ||
Depreciation | 369 | 1,352 | 737 | 3,069 |
General and administrative | 33,636 | 11,451 | 57,454 | 12,497 |
Loss on sale of equipment | 12,983 | 10,845 | ||
Total Operating Expenses | 53,955 | 63,296 | 103,721 | 144,463 |
Loss From Operations | (53,955) | (65,305) | (103,721) | (152,465) |
Other Expenses | ||||
Interest expense | 6,137 | 3,975 | 12,255 | 7,465 |
Derivative expense | 231,653 | 231,653 | ||
Change in derivative liability | 4,296 | 279,303 | (80,854) | 279,303 |
Loss on conversion of debt | 233,839 | 339,066 | 35,833 | |
Amoritization expense on discount of debt | 16,800 | 35,833 | 24,367 | |
Total Other Expenses | 261,071 | 550,764 | 294,834 | 554,254 |
Loss Before Income Taxes | (315,025) | (616,069) | (398,554) | (706,719) |
Provision for Income Taxes | ||||
Net Loss | $ (315,025) | $ (616,069) | $ (398,554) | $ (706,719) |
Basic and Diluted | 585,560,619 | 323,048,520 | 442,972,950 | 323,048,520 |
Basic and Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
Summary Of Significant Accounting Policies
|
6 Months Ended |
---|---|
Jun. 30, 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 Companys 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 Companys 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 June 30, 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 Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $597 during the six month period ended June 30, 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 June 30, 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 Companys financial position, operations or cash flows. |
Common Stock (Details narrative) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Common Stock Details Narrative | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 950,000,000 | 950,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 50,000,000 | 50,000,000 |
DERIVATIVE LIABILITY (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of the embedded derivative liabilities | The fair value of the embedded derivative liabilities were calculated at the conversion commencing dates utilizing the following assumptions:
|
Going Concern
|
6 Months Ended |
---|---|
Jun. 30, 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 June 30, 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 Companys 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. |
B.4NA(;K-$8HN
M+PSX#'[C;^QO>M,)5B2MAR,6)@9&_MX&5TMJZ _)V=MZ3ZQW.W)_;:AQIN*UA]2*
M]V56;(58DZ6U%6-(+\TMP91."5Z6'4?N$&F,>3,6G;V@K*:VI=`?PP2NS J/_U
M.KCM]R[ZM_W1;\%W&7NKVTE2(34[1P9\+KOA\1Q.$OZPS4;.4D*L'Y6*R*PS
M9D-,TP%FG4TSV<]M^XM<;B49^\)N/]V-M0]BZ_@*Q@"%]`X0DNI=C>W*M<*'
M+Y\_]^Y_"P8WP4/_TUW_IG_9NQL%O On July 26, 2011, the Company issued a promissory
note for $50,000. The note is secured by the Companys 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 $1,982 for the six months ended June 30, 2013. Greenfield Farms Food, Inc. (the "Company")
was incorporated under the laws of the State of Nevada on June 2, 2008. 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 with outlets in 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 June 30, 2013 no conversion has taken place.##%0D>5";%T/T8U$VS[M)1+W*3Z*'6TU2^6P)9S*5M"&6=6`F4UWI'0
MM^,!G?"#/$4E\*F.&2,MDU0/5#)K)88JCVMK"-LI5R;3/912.2`EL>RCSGXL
MI:8*=S4@;X#JR8K?G^6RDI`@#-,R7=-QVWMQ4T068,.M'\<>&NI0M_3^;&0E
M!QX%;8C!'6IP>:K:5(&G*
U/XC!`25KL>)(TIM\&(X-6AWD`45KR]#.PAJYFLJ-V2>`\
M6AB8KFZP=9KDEF\^]XIW"")9(T^+U/:#?C86DV0:T=J]JL18%9.(N]?5YA,,
M-AJ^H>KL*X9=Z:T'0]NV36?W.ERS774D[%#5:"49I'/XHCA"`4(C;+0K^&<
M5EUS*I=$+5H<`3YI70QYJ7@L*N,7K2]RR!>)\O[\^DQ1U8'FTH81AC7_=G4H
M4]`J$7F#1WGBT^Q/:W4:@HGD29QFA9T7$]_D!LCEQ(58G825F11Y>N1AQK.S
M"4[9FW&4PCB/1$[*I:[8(?^#"HBE$^FUR"I5WW@A34+0
Q#+T^#Y-:AN`L*CF[D'*HGNRJ:X>JD:#2#",_@DL6
MVA*?K=H:^%Q0(K00EQ\`3_*UJJB)@4"91=-<^;YL>7Y0(TH)-&D_PWTC@2?)DI2+.@A[35R*RG,R9N,KP
MX0/#P@70+V8HF$?"FUC#*0Z
O=+HM)';YYW7)4HO
M,R;X"9HKJ_0^PF$LIH*CZ)LWL^IMI`?^%,)A)X_;5A3_!"ADZ*I..T\GL("/-X8.6;J
M(?RP=59C =,(6E%!H0_
M:^)A<:K4Q^J[]Z'C*[/)_#8)W3D#,W\]72HF7R%1(0TND@HN_$^,)UXP$PN"
MMFN0/LL]0$,CE!(&/OS8%T9@K'C'%\Q/(W9%MCU(5S19.(L'9@GG861]'V,Z
MH&NK[/1K8H
NEJG7Y
<\&HY5F+/%T2GG5WTRC;G"LO4!,$.4-/Q1<>ENE[!^2GT``:_4U3((;24J
M.V?LKHB%")3%U
6 Months Ended
Notes to Financial Statements
Note 5. NOTE PAYABLE
6 Months Ended
Notes to Financial Statements
Note 3. ORGANIZATION AND NATURE OF BUSINESS