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U.S. Securities and Exchange Commission
Washington, D.C. 20549
 
________________
 
FORM 10-K
________________
 
x
Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2011.
 
o
Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period from _______ to _______
 
Commission File Number: 333-157281
 
___________________
 
GREENFIELD FARMS FOOD, INC.
(Exact name of small business issuer 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, Nevada  89429
(Address of principal executive offices)
 
(704) 485-2245
(Issuer's telephone number)
 
 Securities registered under Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
None
 
Not Applicable
 
Securities registered under Section 12(g) of the Exchange Act:
 
None
(Title of Class)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
Yes  No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 if Regulation S-K (229.405 of this Chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. 
Yes  No  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer 
o
Non-accelerated filer 
o (Do not check if a smaller reporting company) 
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  No  x
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2011, based on a closing price of $0.04 was approximately $18,000,000.
 
As of April 15, 2011, the registrant had 323,048,520 shares of its common stock, par value $0.001 per share, outstanding.

 


 
 

 
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
The discussion contained in this 10-K under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts.
 
ITEM 1. BUSINESS
 
DESCRIPTION OF BUSINESS
 
Plan of Operations
 
Greenfield Farms Food, Inc. (Greenfield) is a consumer and wholesale driven producer of grassfed beef that strives to allow farming families to retain “every possible bit of independence in operating their respective land.” Additionally the company’s ultimate goal is to bring grassfed beef to major retail grocery chains. The company uses stable pricing mechanisms based on production costs, a return on investment and a reasonable profit to maximize the benefits to the company, its producers and wholesale grocery and food service customers. The company’s management keeps a constant eye on multiple markets, production and pricing mechanisms to keep Greenfield in a competitive position. The company intends to create a tenable and long lived marketing system for a select group of producers of grassfed beef. It must be a system that rewards quality, good husbandry and the far sighted approach to resource management.
 
The company currently supplies Lowes Food Stores, a North Carolina based grocer with over 100 locations. Additionally the company supplies independent grocers and restaurants through a distribution agreement with Inland Seafood, a southeastern US distributor with five distribution centers and over 3500 customers. The company is currently discussing product placement with other grocery chains located on the east coast. Greenfield Farms Grassfed Beef and its collective group of producers represent over 2500 acres in pasture under management and approximately 2000 head of cattle.
 
 
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Market for Greenfield Farms Products
 
Greenfield Farms target end user consumer is health conscious and willing to pay a premium for high-quality, lean, “grassfed” beef products. Greenfield Farms retail and food service business partners are companies that focus on these consumers. The beef industry as a whole does not track or segment out as a separate market grassfed beef. As such there are multiple and differing opinions of the current and future growth of the grassfed beef industry. The American Grassfed Beef Association estimates the market share at 3% of the current $78 billion industry or approximately $234 million annually. The association estimates a projected growth to 10% of the next 10 years as consumers become more educated and the industries producers can grow beyond single small family farms.
 
Allen Williams, president of Livestock Management Consultants, LLC has this to say about the grassfed beef industry “Grass-fed beef production really has gone from a miniscule industry in the ‘90s to a thriving billion dollar industry now.” His agency’s research indicated a market of approximately $2 million in 1998 and a current market in 2009 of over $380 million. In the Agri Review, a Wisconsin Agricultural publication Mr. Williams is quoted in an article entitled “Grassfed Force Thrives through Winter”, “I strongly suspect that the industry will top $2 billion this year,” he says. “A big draw is that people not eating beef have begun eating grass-fed beef. I’m not arguing about the reason, we’ll gladly accept the business. It’s not taking away market share from grain-fed; it’s adding market share to the entire beef industry. That’s very good for us all.”
 
The management of Greenfield also sees opportunities in other grassfed beef products beyond traditional cuts of beef. Grassfed hotdogs, beef sausage, and pre –packaged seasoned ready to grill products such as bratwurst, briskets, short ribs and other specialty cuts.
 
The company feels confident that it has an opportunity to capture a significant market share in the area of pre-pressed frozen hamburger patties. Currently there are suppliers of “all natural” pre-pressed patties but no grassfed burgers. Based on current and potential store counts and the average turn of pre-pressed frozen hamburger patties and actual scan data, the company would anticipate sales in excess of 50,000 units annually within a 4 state geographical area. Additionally the company believes that the value of a frozen product brings expanded geographical reach because of the extended life of the product versus fresh beef and therefore increases the number of retail grocery locations to an additional 750 locations along the east coast and east of the Mississippi River.
 
Grassfed Beef and the Environment
 
Cows burp and expel a lot of gas in many different ways. There are as many differing views on the effects of grassfed beef on the environment as there are different breeds of cattle. Conventional beef producers, feedlots, contend that their economies of scale and abilities to produce an animal ready for slaughter in as little as 14 months versus 18-22 months reduce the number of cattle producing methane. On the other side of the equation are proponents such as Greenfield and other grassfed beef producers. Although our animals may live longer and produce more methane gas than traditional feedlot cattle before slaughter their waste is recycled through a natural process of being raised on pasture.
 
 
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Benefits of Grassfed Beef
 
In standard beef operations, steers are fattened on a feed lot, where they are confined and trough-fed a rich diet of grains. They are given hormones to make them grow faster and antibiotics to counter any illnesses caused by the rich diet. Most reach the average slaughter weight of 1,200 pounds in 14 to 16 months. Grass-fed animals are allowed to roam free in pastures. They are not fattened on grains in feed lots, or given growth hormones or antibiotics to speed the process.
 
In addition to having significantly less fat and cholesterol than regular beef, grass-fed beef has up to twice the amount of omega-3 fatty acids as regular beef, and a more healthful balance between omega-3 and omega-6 fatty acids, according to a review of research by the Grass-Fed Beef project at California State University’s Chico Department of Agriculture and the University of California Cooperative Extension. Omega-3 fatty acids are thought to help lower blood cholesterol levels and blood pressure, and a type of omega-3 present in grass-fed beef may help reduce the risk of cardiovascular disease, dementia and depression. The proper balance between omega-3 and omega-6 fatty acids may help reduce inflammatory disorders, according to the California project. Grass-fed beef also has been found to have up to 10 times more vitamin A than regular beef, and up to three times as much vitamin E, according to a study cited by the California project.
 
Researchers also indicates grass-fed beef has up to five times the CLA — conjugated linoleic acid — of regular beef. The substance is thought to help prevent cancer and regulate metabolism. Also, according to the California project, most studies base nutrient comparisons on the amount of nutrients found in lipids, or fat. Grass-fed beef may have more of certain nutrients per gram of fat, but overall the beef has much less fat than regular beef. An additional joint study by the USDA and Clemson University achieved similar results and therefore allows grassfed beef producers to legitimately cite the health benefits or our products versus grain fed beef.
 
Advertising Strategies
 
Greenfield Farms participates with its wholesale accounts on advertising policies and strategies that target prospective consumers of the company’s products. Grocery store chains use information gathered by customer identification (VIC for Harris Teeter and MVP for Food Lion for example) and target those customers who are more likely to be interested in healthier foods based on previous purchases such as organic fruits and vegetables, whole grain purchases etc. Additionally the company provides point of purchase materials and other consumer educational materials to drive sales through the system. Additional advertising and marketing strategies include in-store demonstrations, speaking engagements and hosting chefs or reporters on producer farms.
 
Strategies for Grassfed Beef Products
 
Greenfield Farms (Greenfield) will differentiate its products, practices and story focusing on consumer demands. The company has identified a niche market and how to fill this market on a larger scale other than single producer direct to the consumer and traditional single source producer direct to grocery accounts. The current model utilized by several retail grocers for securing grassfed beef is to purchase from a single small producer. This practice results in substantially higher prices, lack of product availability and a risk management issue associated with supply and the loss of a supplier in the event of a major health issue for the animals such as Blackleg. Additional risk issues are the lack of adequate pasture and feed reserves in the event of an unusually hot summer or cold winter. Greenfield eliminates these issues by having lower overhead as a collective group of producers, larger and more diverse markets for selling our products and one isolated health or climate issue crisis does not wipeout a suppliers entire inventory. Greenfield sources animals between 1100 and 1300 pounds who have been raised on the Greenfield Protocol for Grassfed Beef. The Greenfield protocol mirrors the USDA and as such Greenfield Grassfed Beef has been approved by the USDA - FSIS (Food Safety and Inspection Service) for grassfed product labeling.
 
 
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Greenfield currently utilizes two USDA processors within 150 miles of all of its current producers. Both processors are USDA inspected and have established USDA approved HAACP (Hazard Analysis and Critical Control Point) plans. Greenfield has established its own safety protocol that involves multiple testing points for infectious bacteria and the presence of e-coli contamination. The company utilizes double versus single blind test with robust sampling both prior to and after certain meat processing procedures to ensure the safest product possible.
 
Consumers demand change. If you want to satisfy consumer demand, you have to stay ahead of the curve. Where grocery, food service and the institutional trade are heading today is sustainability and social justice. Consumers want to know that the people raising the products are making a decent living. They also want to know if the carbon footprint caused by the food they’re eating makes environmental sense”   (Mary Foreman former Country Natural Beef Executive quoted in Beef Magazine.)
 
Greenfield Farms current model about differentiation focuses on environmental sustainability and social justice while maximizing larger scale production and distribution capabilities to bring a high demand product to the more consumers at a competitive price. Greenfield Farms and its producer’s grassfed beef falls perfectly in line with this Value Based Food Chain philosophy. As such our ability to produce large quantities of high value added product significantly increases our market penetration capability beyond that of the average grassfed beef producer. Greenfield Farms and its collective group of producers represent over 2500 acres in pasture under management and approximately 2000 head of cattle.
 
Creating and marketing differentiated, higher value food products.
 
Value chains are predicated on producing and marketing significant volumes of differentiated, higher value products.
 
1) Quality of Greenfield Farms cattle and meat. Cattle are raised on Greenfield Farms producer farms. Cattle are raised without growth hormones, antibiotics or animal byproducts. Cattle have access to grass pastures at all times and a supplemental feeding protocol excluding the use of “corn” products in the husks and or shell which results in a leaner and healthier beef product. Cattle are never force feed as in the traditional feedlot.
 
2) Quality of Greenfield Farms farming operations. Emphasis is placed on family-owned farms as well as land and animal stewardship.
 
3) Quality of the Greenfield Farms producer base. Greenfield Farms producers are experienced farmers in both the raising of cattle and row crops and to that end have extensive knowledge in land management and grazing practices. All producers use a rotational grazing practice that is suitable for their land taking into consideration acreage, land quality, grass and other food supplement availability and water resources.
 
Successful value chain partners have similar values, different competencies and complementary business models. The business models and goals of all Greenfield Farms partners complement the company’s goal of producing and marketing high-quality, grassfed beef products to health-conscious consumers who are willing to pay a premium for such products.
 
 
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There is a high degree of fit between Greenfield Farms business model and multiple food chains including but not limited to Whole Foods, Fresh Market, Earth Fare, Harris Teeter, Publix, Lowes Foods and other independent small groceries.
 
Greenfield Farms consistently seeks to gain efficiencies at all levels of the supply chain through improved cattle genetics and grazing management at the farm level, precise marketing strategies, transportation cost and potential co-op’s for supplemental feed products that will reduce the cost for all producers.
 
Government Regulation
 
The slaughter of all live animals for resale is governed and regulated by the USDA. All products must be slaughtered and processed in USDA inspected facilities if the product is to be resold and transported across state lines for resale. Both processors utilized by Greenfield are USDA inspected facilities.
 
Product packaging is regulated by a division of the Food Safety and Inspection Service (FSIS), a division of the USDA. Greenfield has been approved by the FSIS and as such all of our products can be labeled “a Grassfed Beef product, No Antibiotics, No Hormones, 100% USA Beef.”
 
Competition
 
From a supply side White Oak Pastures (WOP) in Georgia is the largest competitor in the immediate market. WOP is a 5 th generation farm of over 1000 acres and produces grassfed beef for Whole Foods, Bloom Grocery and select Publix grocery stores. WOP has the only on farm processing facility east of the Mississippi and is only one of two such farms in the country, the other located in California. Greenfield believes that WOP current processing capabilities are or will shortly be at maximum capacity based on demand and as such would have to look for outside processing to expand and take on additional accounts.
 
Grassfed beef consumers are highly educated and as such are not typical consumers of commercial grain fed beef products or organic products that have been fed a diet of corn or corn by products. Our competition really lies in the uneducated consumer and as such our marketing approach is to educate the consumer as to the advantages of grassfed beef.
 
 
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RISK FACTORS
 
RISKS RELATED TO OUR BUSINESS
 
OUR AUDITORS HAVE NOTED THERE IS CERTAIN DOUBT ABOUT OUR ABILITY TO OPERATE AS A GOING CONCERN
 
Management has taken steps to revise the Company's operating and financial requirements.  The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners' investment.  However, there can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.
 
The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
 
WE HAVE HAD LOSSES FROM OPERATIONS AND ANTICIPATE TO ACHIEVE PROFIT THROUGH THE INCOME AND DECREASE THE LOSSES FOR THE FORESEEABLE FUTURE.
 
OUR CURRENT SHAREHOLDERS CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE LITTLE OR NO PARTICIPATION IN OUR BUSINESS.
 
Our principal stockholders own a majority of our common stock. As a result, they will have control over all matters requiring approval by our stockholders without the approval of minority stockholders.  In addition, they will also be able to elect all of the members of our Board of Directors, which will allow them to control our affairs and management.  They will also be able to affect most corporate matters requiring stockholder approval by written consent, without the need for a duly noticed and duly-held meeting of stockholders.  As a result, they will have significant influence and control over all matters requiring approval by our stockholders.  Accordingly, you will be limited in your ability to affect change in how we conduct our business.
 
WE MAY INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.
 
We expect to incur significant costs associated with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. While we have no experience as a public company, we estimate that these additional costs will total approximately $60,000 per year. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
 
WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY FOR YOU TO EVALUATE AND WE HAVE NOT PROVEN OUR ABILITY TO GENERATE PROFITS.
 
An investor should also consider the uncertainties and difficulties frequently encountered by companies, such as ours, in their early stages of development. Our revenue and income potential is unproven and our business model is still emerging.  If our business model does not prove to be profitable, investors may lose all of their investment.
 
 
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WE MAY INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.
 
We  expect  to  incur significant costs  associated  with  our  public  company reporting requirements,  costs  associated with applicable corporate governance requirements, including requirements  under  the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. While we have extremely limited experience as a public company, we estimate that these additional costs will total approximately $50,000 per year. We also expect  that these applicable rules and regulations  may make it more difficult and more expensive  for  us  to  obtain director and officer  liability  insurance  and  we  may  be required to accept reduced  policy  limits  and  coverage or incur substantially higher  costs  to obtain the same or similar coverage.  As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
 
RISKS RELATING TO OUR SECURITIES
 
THERE IS CURRENTLY NO SUBSTANTIAL MARKET FOR OUR COMMON STOCK AND NO ASSURANCE THAT ONE WILL DEVELOP.
 
There is currently on an extremely limited trading market for our shares of Common Stock, under the symbol “GRAS.” Any market price for shares of our Common Stock is likely to be very volatile, and numerous factors beyond our control may have a significant adverse effect.  In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies.  These broad market fluctuations, as well as general economic and political conditions, may also adversely affect the market price of our Common Stock.  Further, there is no correlation between the present limited market price of our Common Stock and our revenues, book value, assets or other established criteria of value.  The present limited quotations of our Common Stock should not be considered indicative of the actual value of the Company or our Common Stock.
 
Future sales of our common stock could put downward selling pressure on our shares, and adversely affect the stock price.  There is a risk that this downward pressure may make it impossible for an investor to sell his shares at any reasonable price.
 
Future sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could put downward selling pressure on our shares, and adversely affect the market price of our common stock.  Such sales could be made pursuant to Rule 144 under the Securities Act of 1933, as amended, as shares become eligible for sale under the Rule.
 
BECAUSE OUR SHARES ARE DEEMED HIGH RISK “PENNY STOCKS,” YOU MAY HAVE DIFFICULTY SELLING THEM IN THE SECONDARY TRADING MARKET.
 
The Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price (as therein defined) less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Additionally, if the equity security is not registered or authorized on a national securities exchange, the equity security also constitutes a "penny stock." As our common stock falls within the definition of penny stock, these regulations require the delivery, prior to any transaction involving our common stock, of a risk disclosure schedule explaining the penny stock market and the risks associated with it. These regulations generally require broker-dealers who sell penny stocks to persons other than established customers and accredited investors to deliver a disclosure schedule explaining the penny stock market and the risks associated with that market. Disclosure is also required to be made about compensation payable to both the broker-dealer and the registered representative and current quotations for the securities. These regulations also impose various sales practice requirements on broker-dealers. In addition, monthly statements are required to be sent disclosing recent price information for the penny stocks. The ability of broker/dealers to sell our common stock and the ability of shareholders to sell our common stock in the secondary market is limited. As a result, the market liquidity for our common stock is severely and adversely affected. We can provide no assurance that trading in our common stock will not be subject to these or other regulations in the future, which would negatively affect the market for our common stock.
 
 
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IF A MARKET DEVELOPS FOR OUR SECURITIES THE COULD BE VOLATILE AND MAY NOT APPRECIATE IN VALUE.
 
If a market should develop for our securities, of which we have no assurance, the market price is likely to fluctuate significantly. Fluctuations could be rapid and severe and may provide investors little opportunity to react. Factors such as changes in results from our operations, and a variety of other factors, many of which are beyond the control of the Company, could cause the price of our common stock to fluctuate substantially. Also, stock markets in penny stock shares tend to have extreme price and volume volatility. The market prices of shares of many smaller public companies securities are subject to volatility for reasons that frequently unrelated to the actual operating performance, earnings or other recognized measurements of value. This volatility may cause declines including very sudden and sharp declines in the market price of our common stock. We cannot assure investors that the stock price will appreciate in value, that a market will be available to resell your securities or that the shares will retain any value at all.
 
WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND YOU MAY NEVER RECEIVE DIVIDENDS.   THERE IS A RISK THAT AN INVESTOR IN OUR COMPANY WILL NEVER SEE A RETURN ON INVESTMENT AND THE STOCK MAY BECOME WORTHLESS.
 
We have never paid dividends on our common stock. We intend to retain earnings, if any, to finance the development and expansion of our business.  Future dividend policy will be at the discretion of the Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors.  Future dividends may also be affected by covenants contained in loan or other financing documents, which may be executed by us in the future. Therefore, there can be no assurance that cash dividends of any kind will ever be paid.
 
IF A MARKET DEVELOPS FOR OUR SECURITIES IT COULD BE VOLATILE AND MAY NOT APPRECIATE IN VALUE.
 
If a market should develop for our securities, of which we have no assurance, the market price is likely to fluctuate significantly. Fluctuations could be rapid and severe and may provide investors little opportunity to react. Factors such as changes in results from our operations, and a variety of other factors, many of which are beyond the control of the Company, could cause the market price of our common stock to fluctuate substantially.  Also, stock markets in penny stock shares tend to have extreme price and volume volatility. The market prices  of  shares  of many smaller public companies securities are subject  to volatility for reasons  that  frequently  unrelated  to  the  actual  operating performance,   earnings   or  other  recognized  measurements  of  value.  This volatility may cause declines including very sudden and sharp declines in the market price of our common stock. We cannot assure investors that the stock price will appreciate in value, that a market will be available to resell your securities or that the shares will retain any value at all.
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Included in this annual report are "forward-looking" statements, as well as historical information.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled Risk Factors."  Forward-looking  statements include   those  that  use  forward-looking  terminology,  such  as  the  words "anticipate,"  "believe,"  "estimate,"  "expect,"  "intend,"  "may," "project," "plan," "will," "shall," "should" and similar expressions, including  when used in  the negative. Although we believe that the expectations reflected in  these forward-looking  statements  are  reasonable  and  achievable, these statements involve  risks  and uncertainties and no assurance can  be  given  that  actual results  will  be consistent  with  these  forward-looking  statements,  Actual results may be materially  different  than  those described in this prospectus. Important  factors  that  could  cause  our  actual   results,  performance  or achievements  to  differ  from  these  forward-looking statements  include the factors  described  in  the  "Risk  Factors"  section  and  elsewhere  in  this prospectus.
 
 
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All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.
 
ITEM I B.  UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 2.  PROPERTIES.
 
The Company maintains offices at 129 South Main Street, Oakboro, North Carolina, 28129.
 
ITEM 3.  LEGAL PROCEEDINGS.
 
We are not presently involved in any litigation that is material to our business.  We are not aware of any pending or threatened legal proceedings.  In addition, none of our officers, directors, promoters or control persons has filed or been involved for the past five years:
 
-       in any conviction of a criminal  proceeding or involved in a pending criminal proceeding (excluding traffic violations and minor Offenses)
-       is subject to any order, judgment or decree enjoining, barring suspenion 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.
 
In 2010 the Company’s CEO and Chair, Mr. Larry Moore, pled guilty to a misdemeanor charge under the securities laws of the State of South Carolina. Mr. Moore agreed to 150 hours of community service and rescission of certain sales of securities in South Carolina, which he performed and discharged in 2010.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
 
We did not submit any matters to a vote of security holders during the fiscal year of 2011.
 
 
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ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Trading Market for Common Equity
 
There is currently an extremely limited market for the Company's Common Stock, which is traded over-the-counter and quoted from time to time under   the trading symbol “GRAS". Consequently, there is currently no established public trading market for the Company's Common Stock.
 
Future sales of our common stock could put downward selling pressure on our shares, and adversely affect the stock price.  There is a risk that this downward pressure may make it impossible for an investor to sell his shares at any reasonable price.
 
The Company's Common Stock is traded over-the-counter and quoted from time to time in the OTCBB and Pink Sheets Electronic OTC Markets under the trading symbol "GRAS".
 
Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions.
 
Dividends
 
We have never paid a cash dividend on our common stock. The payment of dividends may be made at the discretion of our Board of Directors, and will depend upon, among other things, our operations, capital requirements, and overall financial condition. There are no contractual restrictions on our ability to declare and pay dividends.
 
Securities Authorized for Issuance under Equity Compensation Plans
 
As of the date of this Report, we have not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.
 
Transfer Agent
 
Our transfer agent is West Coast Stock Transfer, Inc. located at 2010 Hancock Avenue, Suite A, and San Diego, California 92110. Their telephone number is (619) 664-4780.
 
 
11

 
 
ITEM 6.  SELECTED FINANCIAL DATA
 
As the registrant qualifies as a smaller reporting company under Rule 229.10(f) (1), it is not required to provide this information.
 
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
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-K  are "forward-looking statements" within  the  meaning of  the Private Securities Litigation  Reform  Act of 199 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-K. 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 harbor 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.
 
12

 
 
The nature of our business makes predicting the future trends of our revenues, expenses, and net income difficult. Thus, our ability to predict results or the actual effect of our future plans or strategies is inherently uncertain. The risks and uncertainties involved in our business could affect the matters referred to in any forward-looking statements and it is possible that our actual results may differ materially from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, without limitation, the factors discussed in the section entitled "Risk  Factors" and the following:
 
-     The effect of political, economic, and market conditions and Geopolitical events;
 
-     Legislative and regulatory changes that affect our business;
 
-     The availability of funds and working capital;
 
-     The actions and initiatives of current and potential competitors;
 
-     Investor sentiment; and
 
-     Our reputation.
 
We do not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by any forward-looking statements.

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

Overview

Greenfield Farms Food, Inc. represents a collective group of local family farms in North Carolina that take pride in raising superior Black Angus beef. The companys cattle are treated with respect and dignity and roam freely in lush green pastures their entire lives. The cattle are never administered growth hormones and their food sources are never treated with antibiotics.

The company has USDA-FSIS approval to market and label its product as Grassfed Beef.  The company distributes their product in over 100 Lowes Foods Stores and other retailers and is looking to expand their distribution channels in additional chains.
 
 
13

 

EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing  options  in  2012  as  we look  to  secure additional funds to both  stabilize  and grow our business operations  and  begin extraction. Our management will review any financing options at their disposal and will judge each potential source of funds on its individual merits. We cannot assure you that we will be able to secure additional funds from debt or equity financing, as and when we need to or if we can, that the terms of such financing will be favorable to us or our existing shareholders.

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 2012.

OFF-BALANCE SHEET ARRANGEMENTS. We do not have any off-balance sheet arrangements.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not Applicable.
 
Critical Accounting Policies
 
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, and revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
Our significant accounting policies are summarized in Note 1 of our financial statements for the year ended December 31, 2011. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
 
ITEM 7A.
 
Our financial instruments are primarily cash and cash equivalents, but also include receivables, payables, long term debts, and short term notes. We do not try to manage risk of foreign exchange rates or engage in hedging activities.
 
Foreign Exchange Rates
 
All of our sales are in U.S. Dollars.
 
 
14

 
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
 
 
 
 
GREENFIELD FARMS FOOD, INC.
 
FINANCIAL STATEMENTS
 
DECEMBER 31, 2011
 
 

 
 
 
F-1

 
 
GREENFIELD FARMS FOOD, INC.
 
TABLE OF CONTENTS
 
DECEMBER 31, 2011
 
Report of Independent Registered Public Accounting Firm
    F-3  
         
Balance Sheets as of December 31, 2011 and 2010
    F-4  
         
Statements of Operations for the periods ended December 31, 2011 and 2010
    F-5  
         
Statement of Stockholders’ Equity (Deficit) as of December 31, 2011
    F-6  
         
Statements of Cash Flows for the periods ended December 31, 2011 and 2010
    F-7  
         
Notes to Financial Statements
    F-8  

 
F-2

 

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors of
Greenfield Farms Food, Inc.
Charlotte, North Carolina
 
We have audited the accompanying balance sheets of Greenfield Farms Food, Inc. (the “Company”) as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greenfield Farms Food, Inc. as of December 31, 2011 and 2010 and the results of its operations and its cash flows for the periods then ended in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 12 to the financial statements, the Company has not yet realized significant revenues from operations, recognized a significant loss in 2011 and is in need of working capital in order to grow its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 12. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Silberstein Ungar, PLLC
 
Bingham Farms, Michigan
April 13, 2012
 
 
F-3

 
 
GREENFIELD FARMS FOOD, INC.
BALANCE SHEETS
AT DECEMBER 31, 2011 AND 2010
 
ASSETS
 
2011
   
2010
 
Current Assets
           
Cash and cash equivalents
  $ 4,454     $ 0  
Inventory
    5,921       0  
Deferred offering costs
    9,625       0  
Stock subscription receivable
    0       3,000  
Total Current Assets
    20,000       3,000  
                 
Property and equipment, net
    40,522       0  
                 
Other Assets
               
Security deposits
    2,435       0  
                 
TOTAL ASSETS
  $ 62,957     $ 3,000  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
Liabilities
               
Current Liabilities
               
Accounts payable
  $ 40,024     $ 400  
Accrued wages and taxes
    132,349       0  
Accrued interest
    1,742       0  
Accrued interest – related parties
    1,530       0  
Accrued interest – convertible notes payable
    3,345       0  
Note payable
    50,000       0  
Notes payable – related party
    31,000       0  
Convertible notes payable
    82,500       0  
                 
Total Liabilities
    342,490       400  
                 
Stockholders’ Equity (Deficit)
               
Preferred stock, par value $0.001, 50,000,000 shares authorized, 96,623 Series A convertible shares issued and outstanding (0 shares issued and outstanding – 2010)
    97       0  
Common stock, par $0.001, 950,000,000 shares authorized, 323,048,520 shares issued and outstanding (1,000 shares issued and outstanding – 2010)
    323,049       1  
Additional paid in capital
    (243,435 )     2,999  
Accumulated deficit
    (359,244 )     (400 )
                 
Total Stockholders’ Equity (Deficit)
    (279,533 )     2,600  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $ 62,957     $ 3,000  
 
The accompanying notes are an integral part of the financial statements.
 
 
F-4

 
 
GREENFIELD FARMS FOOD, INC.
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011 AND PERIOD FROM DECEMBER 30, 2010
(INCEPTION) TO DECEMBER 31, 2010
 
   
Year ended December 31, 2011
   
Period ended December 31, 2010
 
             
GROSS REVENUES
  $ 104,576     $ 0  
COST OF GOODS SOLD
    119,938       0  
                 
GROSS LOSS
    (15,362 )     0  
                 
OPERATING EXPENSES
               
Professional fees
    25,701       0  
Rent
    18,330       0  
Wages and taxes
    196,200       0  
Consulting
    4,250       0  
Advertising
    15,628       0  
Equipment rental
    14,670       0  
Auto expense
    30,629       0  
Insurance
    6,746       0  
Telephone and utilities
    7,051       0  
Depreciation
    6,041       0  
General and administrative
    11,619       400  
TOTAL OPERATING EXPENSES
    336,865       400  
                 
LOSS FROM OPERATIONS
    (352,227 )     (400 )
                 
OTHER EXPENSES
               
Interest expense
    6,617       0  
                 
LOSS BEFORE INCOME TAXES
    (358,844 )     (400 )
                 
PROVISION FOR INCOME TAXES
    0       0  
                 
NET LOSS
  $ (358,844 )   $ (400 )
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
    345,690,693       1,000  
                 
NET LOSS PER SHARE: BASIC AND DILUTED
  $ (0.00 )   $ (0.40 )
 
The accompanying notes are an integral part of the financial statements.
 
 
F-5

 
 
GREENFIELD FARMS FOOD, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
AS OF DECEMBER 31, 2011
 
   
Preferred Stock
   
Common Stock
   
Additional Paid in
   
Accumulated
   
Total Stockholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity (Deficit)
 
                                           
Inception, December 31, 2010
    0     $ 0       40,000     $ 1     $ 2,999     $ 0     $ 3,000  
                                                         
Net loss for the period ended December 31, 2010
    -       -       -       -       -       (400 )     (400 )
                                                         
Balance, December 31, 2010
    0       0       40,000       1       2,999       (400 )     2,600  
                                                         
Effects of the reverse merger
    -       -       1,204,360,000       30,109       44,891       -       75,000  
                                                         
Exchange of common stock for Series A Preferred stock
    96,623       97       (881,351,480 )     (22,034 )     21,937       -       0  
                                                         
Forward stock split 40:1
    -       -       -       314,973       (314,973 )     -       0  
                                                         
Contributed capital
    -       -       -       -       1,711       -       1,711  
                                                         
Net loss for the year ended December 31, 2011
    -       -       -       -       -       (358,844 )     (358,844 )
                                                         
Balance December 31,  2011
    96,623     $ 97       323,048,520     $ 323,049     $ (243,435 )   $ (359,244 )   $ (279,533 )
 
The accompanying notes are an integral part of the financial statements.
 
 
F-6

 
 
GREENFIELD FARMS FOOD, INC.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2011 AND PERIOD FROM DECEMBER 30, 2010
(INCEPTION) TO DECEMBER 31, 2010
 
   
Year ended December 31, 2011
   
Period ended December 31, 2010
 
Cash Flows from Operating Activities:
           
Net loss for the period
  $ (358,844 )   $ (400 )
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
               
Depreciation
    6,041       0  
Changes in Assets and Liabilities
               
(Increase) in inventory
    (5,921 )     0  
(Increase) in deferred offering costs
    (9,625 )     0  
Increase in accounts payable
    39,624       400  
Increase in accrued wages and taxes
    132,349       0  
Increase in accrued interest
    1,742       0  
Increase in accrued interest – related parties
    1,530       0  
Increase in accrued interest – convertible notes payable
    3,345       0  
Net Cash Used in Operating Activities
    (189,759 )     0  
                 
Cash Flows from Investing Activities
               
Purchase of property and equipment
    (46,563 )     0  
Cash received in merger
    75,000       0  
Security deposits
    (2,435 )     0  
Net Cash Used in Investing Activities
    26,002       0  
                 
Cash Flows from Financing Activities:
               
Proceeds from note payable
    50,000       0  
Proceeds from notes payable – related parties
    36,000       0  
Payments on notes payable – related parties
    (5,000 )     0  
Proceeds from convertible notes payable
    82,500       0  
Proceeds from the sale of common stock
    3,000       0  
Contributed capital
    1,711       0  
Net Cash Provided by Financing Activities
    168,211       0  
                 
Net Increase in Cash and Cash Equivalents
    4,454       0  
Cash and Cash Equivalents – Beginning
    0       0  
Cash and Cash Equivalents – Ending
  $ 17,582     $ 0  
                 
Supplemental Cash Flow Information:
               
Cash paid for interest
  $ 0     $ 0  
Cash paid for income taxes
  $ 0     $ 0  
Supplemental Non-Cash Investing and Financing Information:
               
Common stock issued for subscription receivable
  $ 0     $ 3,000  
 
The accompanying notes are an integral part of the financial statements.
 
 
F-7

 
 
GREENFIELD FARMS FOOD, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
NOTE 1 – NATURE OF BUSINESS
 
Greenfield Farms Grassfed Beef, Inc. (the “Company”) was incorporated under the laws of the State of North Carolina on December 30, 2010.  We are a marketer of grassfed beef products to a variety of grocery chains, retailers, and others, primarily in the region of Charlotte, NC.
 
NOTE 2 – 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.
 
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 fiscal year end.
 
Fair Value of Financial Instruments
The carrying value of cash, deferred offering costs, inventory, accounts payable, accrued expenses, accrued interest and notes payable approximate their fair value due to the short period of these instruments.
 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
 
Inventory
The inventory is comprised of grass feed beef parts (i.e. primarily steaks and ground beef).  The inventory cost includes the purchase price of the live cattle, slaughtering costs, processing and packaging cost.  The Company uses the first-in, first-out inventory method to determine costs.
 
Property and Equipment
Property and equipment is stated on the basis of historical cost less accumulated depreciation.  Depreciation is provided using the straight-line method over the three to five year estimated useful lives of the assets.
 
Revenue Recognition
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.
 
Reclassifications
Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.
 
 
F-8

 
 
GREENFIELD FARMS FOOD, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
 
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of December 31, 2011, the Company has not issued any stock-based payments to its employees.
 
Loss Per Common Share
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
 
Recent Accounting Pronouncements
There were various accounting standards and interpretations issued during 2011, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows upon adoption.
 
NOTE 3 – PROPERTY AND EQUIPMENT
 
Property and equipment is recorded at cost and consisted of the following at December 31:
 
   
2011
   
2010
 
Vehicles
  $ 41,874     $ 0  
Equipment
    4,689       0  
Less: Accumulated depreciation
    (6,041 )     (0 )
    Property and equipment, net
  $ 40,522     $ 0  
 
Depreciation expense was $6,041 and $0 for the periods ended December 31, 2011 and 2010.
 
NOTE 4 – OFFERING COSTS
 
In accordance with ASC 505-10, “Costs of an Equity Transactions”, costs incurred to issue shares classified as equity, such as underwriting, accounting and legal fees, printing costs, and taxes, should be treated as a reduction of the proceeds. Direct costs incurred before shares classified as equity are issued may be classified as a reduction of equity or as an asset until the stock is issued. The Company has classified the costs associated with the convertible notes payable as deferred offering costs as of December 31, 2011. The costs will be reclassified to equity issuance cost upon the conversion of the notes to common stock. In the event that the notes are not converted or repaid, the costs will be expensed at that time.
 
 
F-9

 
 
GREENFIELD FARMS FOOD, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
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 is due on January 26, 2012. Total interest expense on the note was $1,742 for the year ended December 31, 2011.
 
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 are all secured by the Company’s common stock, bear 8% interest and are due during the year ended December 31, 2011. Total interest expense on the related party loans was $1,530 for the year ended December 31, 2011.
 
NOTE 7 – CONVERTIBLE NOTES PAYABLE
 
In September and November 2011, the Company borrowed $50,000 and $32,500 respectively, from Asher Enterprises, Inc. The notes accrue interest at the rate of 8% per annum.  They are 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.  Total interest expense on these notes was $3,345 for the year ended December 31, 2011.
 
NOTE 8 – CAPITAL STOCK
 
The authorized capital of Company is 950,000,000 common shares with a par value of $0.001 per share of which the Company has issued 323,048,520 shares.  The Company has also authorized 50,000,000 shares of preferred stock par value $0.001 and designated 100,000 of these shares as Series A Convertible Preferred Stock of which 96,623 are currently issued and outstanding.  Each preferred Series A share is entitled to vote the equivalent of 7,000 shares of common stock.
 
On December 30, 2010, the Company issued 40,000 shares of common stock in exchange for a stock subscription receivable of $3,000.  The receivable was paid in full in cash to the Company on January 18, 2011.
 
On February 18, 2011, Sweet Spot Games, Inc. (“Sweet Spot”) entered into a Letter of Intent with Greenfield Farms Grassfed Beef, Inc. (“Greenfield”), a North Carolina corporation.  On March 1, 2011 Sweet Spot executed a “Plan of Exchange and Merger” and acquired all of the issued and outstanding shares of Greenfield Farms Grassfed Beef, Inc., a North Carolina corporation.
 
The exchange was made by the majority shareholders of Sweet Spot transferring control by transferring 903,300,000 shares of Sweet Spot in exchange for 100% of the outstanding shares of Greenfield, effectively conveying 75% of the voting control of the Company.  The Sweet Spot shareholders did not receive consideration other than the acquisition by the Company of the shares of Sweet Spot.  The Sweet Spot shares were issued to Greenfield shareholders of record as of the date of the agreement.  On March 18, 2011 Articles of Exchange were filed with the Nevada Secretary of State and March 15, 2011 Articles of Exchange were filed with the North Carolina Secretary of State.  As a result Greenfield has become a wholly owned subsidiary of Sweet Spot Games, Inc.  Subsequently Sweet Spot changed its name to Greenfield Farms Food, Inc.
 
 
F-10

 
 
GREENFIELD FARMS FOOD, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
NOTE 8 – CAPITAL STOCK (CONTINUED)
 
On April 1, 2011 four shareholders of the Company, all of whom were current or former affiliates, converted a total of 881,351,480 shares of Common stock in 96,623 shares of Series A Preferred stock as follows:
 
·  
Charles W. Barkley Esq. ( Company Counsel) canceled 31,351,480 shares of common stock and converted those shares into 4,479 Series A preferred shares;
 
·  
Ms. Ginna Romero canceled 12,000,000 shares of common stock and converted those shares in 1,714 Series A preferred shares;
 
·  
Mr. Gregory Galanis (formerly CEO of Sweet Spot Games) has canceled 38,000,000 shares of common stock and converted those shares into 5,430 Series A preferred shares; and
 
·  
Mr. Larry Moore (current President of the Company) has canceled 800,000,000 shares of common stock and converted those shares into 85,000 Series A preferred shares.
 
The Company, therefore reduced the 1,204,400,000 outstanding shares of common stock by 881,351,480 (approximately 73%), resulting in 323,048,520 outstanding shares of common stock.
 
The Company executed a 40:1 forward stock split on March 22, 2011.
 
All share information presented in these financial statements and accompanying footnotes have been retroactively adjusted to reflect the increased number of shares resulting from these actions.
 
NOTE 9 – COMMITMENTS
 
In April 2011, the Company entered into an office lease agreement for a period of twenty four (24) months at a rate of $1,950 per month.  A security deposit of $1,950 was paid upon executing the lease.
 
Future minimum payments under this lease are:
 
Year ended December 31, 2012
  $ 23,400  
2013
    7,800  
Total lease commitment
  $ 31,200  
 
Rent expense was $18,330 for the year ended December 31, 2011.
 
NOTE 10 – RELATED PARTY TRANSACTIONS
 
In 2011, the Company’s President was advanced $63,851 which has been reflected as compensation in the accompanying statement of operations for the year ended December 31, 2011.
 
During the year ended December 31, 2011, several board members and shareholders loaned the company money to help fund operations.  The loans are all secured by the Company’s common stock, bear 8% interest and are due during the year ended December 31, 2011. Total interest expense on the related party loans was $1,530 for the year ended December 31, 2011.
 
 
F-11

 
 
GREENFIELD FARMS FOOD, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
NOTE 11 – INCOME TAXES
 
For the year ended December 31, 2011, the Company has incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $359,244 at December 31, 2011, and will expire beginning in the year 2030.
 
The provision for Federal income tax consists of the following at December 31, 2011 and 2010:
 
   
2011
   
2010
 
Federal income tax attributable to:
           
Current Operations
  $ 122,007     $ 136  
Less: valuation allowance
    (122,007 )     (136 )
Net provision for Federal income taxes
  $ 0     $ 0  
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of January 31, 2011 and 2010:
 
   
2011
   
2010
 
Deferred tax asset attributable to:
           
Net operating loss carryover
  $ 122,143     $ 136  
Less: valuation allowance
    (122,143 )     (136 )
Net deferred tax asset
  $ 0     $ 0  
 
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $359,244 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
 
NOTE 12 – GOING CONCERN
 
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has not yet realized significant revenues from operations, recognized a significant loss in 2011 and is in need of working capital in order to grow its operations.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with loans from directors and or private placements of common stock and by obtaining extended payment terms from certain vendors.
 
NOTE 13 – SUBSEQUENT EVENTS
 
In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2011 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
 
 
F-12

 
 
ITEM 9A.  CONTROLS AND PROCEDURES
 
CONTROLS AND PROCEDURES
 
CEO and CFO Certifications
 
Attached to this annual report, as Exhibits 31.1 and  32.1, are certain certifications of  the CEO and CFO, which are required in accordance with the Exchange Act and the Commission's rules implementing such section (the "Rule 13a- 14(a)/15d-14(a) Certifications").   This section of the annual report contains  the information concerning the Evaluation referred to in the Rule 13a- 14(a)/15d-14(a) Certifications.  This information should be read in conjunction with the Rule 13a- 14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.
 
Disclosure Controls and Internal Controls
 
Disclosure Controls are procedures designed with the objective of ensuring that  information required to be disclosed in our reports filed with the Commission  under  the Exchange Act, such as this yearly report, is recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms. Disclosure Controls are also designed with the objective of ensuring that material information relating to the Company is made known to the CEO and the CFO by others, particularly during the period in which the applicable report is being prepared.  Internal  Controls,  on the other hand, are procedures which are designed with the objective of providing reasonable assurance that (i) our transactions are properly authorized, (ii) our assets are safeguarded against unauthorized or improper use, and (iii) our transactions are properly recorded  and reported, all to permit the  preparation of complete and accurate  financial statements in conformity with accounting principles generally accepted in the United States.
 
Limitations on the Effectiveness of Controls
 
Our   management does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well developed and operated, can provide only reasonable, but not absolute assurance that the objectives of  the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances so of fraud,  if  any,  within  the Company have been detected.  These inherent limitations include the realities that judgments in decision -making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of a system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.  Over time, control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
Scope of the Evaluation
 
The CEO and CFO's evaluation of our Disclosure Controls and  Internal Controls included a review of the controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect of the controls on  the information generated for  use in this report. In the course of the Evaluation, the CEO and CFO sought to identify data errors, control problems, acts of fraud, and they sought to confirm that appropriate corrective action, including process improvements, was being undertaken.  This type of evaluation  is done on a quarterly basis so that the conclusions concerning the effectiveness of our controls can be reported  in our quarterly reports on Form 10-Q and annual reports on Form 10-K.
 
 
15

 
 
Among other matters, we sought in our Evaluation to determine whether there were any significant deficiencies  or  material  weaknesses  in our   Internal  Controls, which  are  reasonably   likely   to   adversely affect our ability to record, process, summarize and report financial information, or whether  we had identified any  acts  of fraud, whether or not  material,  involving management or other employees who have a significant role in our Internal Controls. This information was important for both the Evaluation, generally, and because the Rule 13a-14(a)/15d-14(a)  Certifications, Item 5, require that the CEO and  CFO  disclose  that  information to our  Board , and to our independent auditors, and to report on related matters in this section of  the quarterly report.  In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions". These are control issues that could have significant adverse affect on the ability to record, process, summarize and  report financial data in the financial  statements.  A "material  weakness"  is defined  in  the  auditing literature as a particularly serious reportable condition  where  the  internal  control  does not reduce, to a relatively low level, the risk that misstatement cause by error or fraud  may occur in amounts that would be material in relation to the financial statements and  not be detected within a timely  period  by  employee in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the  Evaluation, and in each case, if a problem was identified; we considered what revisions, improvements and/or corrections to make in accordance with our ongoing procedures.
 
Conclusions

The Company intends to implement disclosure controls and procedures as designed to provide reasonable assurance of achieving our objectives subsequent to the period ended June 30, 2010.  Our CEO and CFO have  concluded  that  our disclosure controls and procedures are ineffective at that reasonable assurance level to ensure that material information relating to the Company is not made known to management, including  the CEO and CFO, particularly during the period when our periodic  reports are being prepared, and that our Internal  Controls are ineffective at that assurance level to provide reasonable assurance that our financial statements are fairly presented in conformity with accounting principles generally accepted in the United States.
 
Management is currently making efforts to improve disclosure controls and procedures that are effective.
 
ITEM 9A(T).  CONTROLS AND PROCEDURES
 
Not required by the SEC for small capitalized companies
 
ITEM 9B.  OTHER INFORMATION
 
None.
 
 
16

 

 
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
 
Directors and Executive Officers.
 
Name
 
Title
 
Date of Appointment
 
% of Time Devoted
Larry C. Moore
 
CEO/Chairman
 
2011
 
100
Donna M. Moore
 
VP
 
2011
 
100
Alan Walker
 
Director
 
2011
 
5
Greg Thompson
 
Director
 
2011
 
5
Mike Killman
 
Director
 
2011
 
5
Scott Vuncannon
 
Director
 
2011
 
5
Charles Barkley
 
Shareholder
     
0
Robert Byrd
 
Shareholder
     
0
Franklin Lee
 
Shareholder
     
0
Silverstere Pepe
 
Shareholder
     
0
Heather Spencer
 
Shareholder
     
0
Stanley Wunderlich
 
Shareholder
     
0
 
Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have five directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders.  Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:
 
Legal Proceedings
 
No officer, director, or persons nominated for such positions and no promoter or significant employee has been involved in legal proceedings that would be material to an evaluation of our management.
Independence.
 
 
17

 
 
Audit Committee
 
We do not have a separately designated standing audit committee. Pursuant to Section 3(a) (58) (B) of the Exchange Act, the entire Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, and audits of our financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an "audit committee financial expert" serving on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission's definition of "audit committee financial expert" and concluded that we do not currently have a person that qualifies as such an expert. We have had minimal operations for the past two (2) years. Presently, there are only four (4) directors serving on our Board, and us are not in a position at this time to attract, retain and compensate additional directors in order to acquire a director who qualifies as an "audit committee financial expert", but we intend to retain an additional director who will qualify as such an expert, as soon as reasonably practicable. While neither of our current directors meets the qualifications of an "audit committee financial expert", each of our directors, by virtue of his past employment experience, has considerable knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight responsibilities. Accordingly, we believe that our current directors capably fulfill the duties and responsibilities of an audit committee in the absence of such an expert.
 
Code of Ethics
 
We have adopted a code of ethic (the "Code of Ethics") that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:
 
·
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
 
·
Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer
 
·
Compliance with applicable governmental laws, rules and regulations
 
·
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code
 
·
Accountability for adherence to the code
 
Section 16(a) Beneficial Ownership Reporting Compliance
    
Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and we are required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended December 2011. We believe that all of these filing requirements were satisfied by our executive officers, directors and by the beneficial owners of more than 10% of our common stock. In making this statement, hawse have relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.
 
 
18

 
 
ITEM 11. EXECUTIVE COMPENSATION
 
The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued.
 
Summary Compensation Table
 
SUMMARY COMPENSATION TABLE
 
Name and
principal position (a)
 
Year
(b)
 
Salary ($)
(c)
   
Bonus ($)
(d)
   
Stock Awards ($)
(e)
   
Option Awards ($)
(f)
   
Non-Equity Incentive Plan Compensation ($)
(g)
   
Nonqualified Deferred Compensation Earnings ($)
(h)
   
All Other Compensation ($)
(i)
   
Total ($)
(j)
 
Larry Moore CEO
 
2011
    69,965       0       0       0       0       50,035       0       120,000  
Donna Moore    VP
 
2011
    13,817       0       0       0       0       46,183       0       60,000  
Alan Walker Director
 
2011
    0       0       5250       0       0       0       0       5250  
Greg Thompson Director
 
2011
    0       0       5250       0       0       0       0       5250  
Mike Killman Director
 
2011
    0       0       5250       0       0       0       0       5250  
Scott Vuncannon Director
 
2011
    0       0       5250       0       0       0       0       5250  
 
 
19

 
 
(1)  Unless stated otherwise, the business address for each person named is c/o Greenfield Farms Food, Inc.
 
(2)  Calculated pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of 1934
 
(3)  We believe that each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them (subject to community property laws where applicable) and except where otherwise noted.
 
We have not entered into any other employment agreements with our employees, Officers or Directors. We have no standard arrangements to compensate our directors for their services to us.
 
Stock Option Plan
 
We have not implemented a stock option plan at this time and since inception, have issued no stock options, SARs or other compensation. We may decide, at a later date, and reserve the right to, initiate such a plan as deemed necessary by the Board.
 
Changes in Control
 
None.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS
 
The following table contains certain information as of December 31, 2011 as to the number of shares of Common Stock beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the Company’s Common Stock, (ii) each person who is a Director of the Company, (iii) all persons as a group who are Directors and Officers of the Company, and as to the percentage of the outstanding shares held by them on such dates and as adjusted to give effect to this Offering.
 
Name and Position   Shares     Percentage  
Charles Barkley, Shareholder
    16,951,480       5.215 %
Robert Byrd, Shareholder
    40, 648,520       12.505 %
Franklin Lee, Shareholder
    40,648,520       12.505 %
Silverstere Pepe, Shareholder
    40,000,000       12.305 %
Heather Spencer, Shareholder
    22,000,000       6.768 %
Stanley Wunderlich, Shareholder
    24,000,000       7.383 %
Alan Walker, Board of Directors
               
Greg Thompson, Board of Directors
               
Mike Killman, Board of Directors
               
Scott Vuncannon, Board of Directors
               
                 
 
 
20

 
 
The directors, executive officers, their affiliates, and related parties own, directly or indirectly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital of the Company. Accordingly, directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger or sale of the Company's assets.
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
Fees Billed For Audit and Non-Audit Services
 
The following table represents the aggregate fees billed for professional audit services rendered to the independent auditor, Silberstein Ungar, PLLC for our audit of the annual financial statements for the year ended December 31, 2011. Audit fees and other fees of auditors are listed as follows:
 
Year Ended December 31
 
2010(2)
   
2011(2)
 
             
Audit Fees (1)
 
$
0
   
$
$6,500
 
Audit-Related Fees (4)
   
--
     
--
 
Tax Fees (5)
   
--
     
--
 
All Other Fees (6)
   
--
     
--
 
Total Accounting Fees and Services
 
$
0
   
$
$6,500
 
 
 
(1)
Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
 
 
(2)
The amounts shown in 2010 and 2011 relate to (i) the audit of our annual financial statements for the fiscal years ended December 31, 2010 and 2011.
 
 
(3)
Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.
 
 
(4)
Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
 
 
(5)
All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.
 
 
21

 
 
Pre-Approval Policy for Audit and Non-Audit Services
 
We do not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre-approval of all audit and non-audit services before we engage an accountant. All of the services rendered to us by Silberstein Ungar, PLLC were pre-approved by our Board of Directors.
 
The new policies and procedures will be detailed as to the particular service, will require that the Board or an audit committee thereof be informed of each service, and will prohibit the delegation of pre-approval responsibilities to management. It is currently anticipated that our new policy will provide (i) for an annual pre-approval, by the Board or audit committee, of all audit, audit-related and non-audit services proposed to be rendered by the independent auditor for the fiscal year, as specifically described in the auditor's engagement letter, and (ii) that additional engagements of the auditor, which were not approved in the annual pre-approval process, and engagements that are anticipated to exceed previously approved thresholds, will be presented on a case-by-case basis, by the President or Controller, for pre-approval by the Board or audit committee, before management engages the auditors for any such purposes. The new policy and procedures may authorize the Board or audit committee to delegate, to one or more of its members, the authority to pre-approve certain permitted services, provided that the estimated fee for any such service does not exceed a specified dollar amount (to be determined). All pre-approvals shall be contingent on a finding, by the Board, audit committee, or delegate, as the case may be, that the provision of the proposed services is compatible with the maintenance of the auditor's independence in the conduct of its auditing functions. In no event shall any non-audit related service be approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.
 
 
22

 
 
Item 15. Exhibits, Financial Statement Schedules
  
Exhibit Number   Description
31.1
 
Certification of Principal Executive Officer Sec. 302
31.1   Certification of Principal Financial Officer Sec. 302
32.1   Certification of Chief Executive Officer Sec. 906
32.2
 
Certification of Chief Financial Officer Sec. 906
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Schema Document
101.CAL
 
XBRL Calculation Linkbase Document
101.DEF
 
XBRL Definition Linkbase Document
101.LAB
 
XBRL Label Linkbase Document
101.PRE
 
XBRL Presentation Linkbase Document

 
23

 

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Greenfield Farms Food, Inc.;
 
     
By:
/s/ Mr. Larry Moore  
 
Chief Executive Officer
(Principal Executive Officer),
President and Director
 
Date April 15, 2012  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
     
By:
/s/ Mr. Larry Moore  
 
Chief Executive Officer
(Principal Executive Officer),
President, and Director
 
     
Date  April 15, 2012  
     
By: /s/ Donna Moore  
 
Chief Financial Officer
(Principal Financial Officer)
 
     
Date April 15, 2012  
 
 
24