Greenfield Farms Food, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Greenfield Farms Food, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - Greenfield Farms Food, Inc.	gras_ex311.htm
EX-32.1 - CERTIFICATION - Greenfield Farms Food, Inc.	gras_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended JUNE 30, 2012

o	TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 333-157281

GREENFIELD FARMS FOOD, INC.

(Exact Name of Registrant as Specified in its Charter)

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

2840 Highway 95 Alt. S, Suite 7

Silver Springs, NV 89429

(Address of principal executive offices) (Zip code)

(704) 619-3738

(Registrant's telephone number including area code)

(Former name, address and fiscal year)

___________________________________________

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

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

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

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

Number of shares of common stock outstanding at August 1, 2012: 323,048,520

GREENFIELD FARMS FOOD, INC.

BALANCE SHEETS (UNAUDITED)

	June 30, 2012			December 31, 2011
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	4,454
Inventory		-			5,921
Deferred charges		-			9,625
Total Current Assets		-			20,000

Property and equipment, net		18,643			40,522

Other Assets
Security deposits		2,435			2,435

Total Assets	$	21,078		$	62,957

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts Payable	$	25,437		$	40,024
Accrued wages and taxes		-			132,349
Accrued interest		3,738			1,742
Accrued interest – related parties		4,659			1,530
Accrued interest – convertible notes payable		5,685			3,345
Derivative Liability		593,455			-
Notes payable		131,800			50,000
Notes payable – related parties		-			31,000
Convertible notes payable, net of debt discount		146,834			82,500

Total Liabilities		911,608			342,490

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;
323,048,520 shares issued and outstanding		323,049			323,049
Additional paid-in capital		(147,713	)		(243,435	)
Accumulated Deficit		(1,065,963	)		(359,244	)

Total Stockholders' Deficit		(890,530	)		(279,533	)

Total Liabilities and Stockholders’ Deficit	$	21,078		$	62,957

GREENFIELD FARMS FOOD, INC.

STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011

Gross Revenues	$	6,921		$	44,884		$	6,921		$	88,427
Cost of Goods Sold		8,930			63,717			14,923			102,702

Gross (Loss) Profit		(2,009	)		(18,833	)		(8,002	)		(14,275	)

Operating Expenses
Professional fees		13,861			1,375			16,691			1,375
Rent		2,400			4,680			8,550			4,680
Wages and taxes		32,700			19,776			81,750			31,270
Consulting		-			2,000			1,375			4,000
Equipment rental		250			3,678			4,986			3,928
Insurance		-			1,038			754			2,825
Telephone and utilities		1,282			1,214			3,946			1,526
Depreciation		1,352			-			3,069			1,206
General and administrative		11,451			14,717			12,497			50,371
Total Operating Expenses		63,296			48,478			133,618			101,181

Loss From Operations		(65,305	)		(67,311	)		(141,620	)		(115,456	)

Other Expenses
Interest expense		3,975			-			7,465			-
Derivative expense		231,653			-			231,653			-
Change in value of derivative liability		279,303			-			279,303			-
Amoritization expense on discount of debt		35,833			-			35,833			-
Loss on sale of equipment		-			-			10,845			-
Loss Before Income Taxes		(616,069	)		(67,311	)		(706,719	)		(115,456	)

Provision for Income Taxes		-			-			-			-

Net Loss	$	(616,069	)	$	(67,311	)	$	(706,719	)	$	(115,456	)

Weighted Average Number of Shares Outstanding:
Basic and Diluted		323,048,520			323,048,520			323,048,520			323,048,520
Net Loss per Share:
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

GREENFIELD FARMS FOOD, INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
	2012			2011
Cash Flows from Operating Activities
Net loss for the period	$	(706,719	)	$	(115,856	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		3,069			1,206
Loss on sale of equipment		10,845			-
Derivative Expense		231,653			-
Changes in value of derivative liability		279,303			-
Amoritization of Discount on Debt		35,833			-
Changes in Assets and Liabilities
(Increase) in accounts receivable		-			(17,773	)
(Increase) decrease in inventory		5,921			(12,152	)
Decrease in deferred offering costs		9,625			-
Increase in accounts payable		11,130			48,057
Increase in other accrued liabilities		67,656			-
Increase in accrued interest		1,996			-
Increase in accrued interest – related parties		3,129			-
Increase in accrued interest – convertible notes payable		2,340			-
Net Cash used in Operating Activities		(44,219	)		(96,518	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(535	)		(46,563	)
Security deposits		-			(2,270	)
Proceeds from sale of equipment		8,500			-
Net Cash Provided by (Used in) Investing Activities		7,965			(48,833	)

Cash Flows from Financing Activities:
Proceeds from note payable		111,800			36,000
Payment to related party		(80,000	)		-
Cash aquired in reverse merger		-			110,000
Net Cash Provided by Financing Activities		31,800			146,000

Net Increase (Decrease) in Cash and Cash Equivalents		(4,454	)		5,360
Cash and Cash Equivalents – Beginning		4,454			-
Cash at End of Period	$	-		$	5,360

Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Accounts payable		(25,717	)		-
Accrued wages and taxes		(200,005	)		-
Notes payable		50,000			-
Liability to related party		80,000			-
Forgiveness of shareholder debt recorded as contributed capital		95,722			-
Derivative liability		82,500			-
		82,500			-

GREENFIELD FARMS FOOD, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2012

NOTE 1 – BASIS OF PRESENTATION

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2011. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the six month period ended June 30, 2012. Operating results for the six month period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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, 2012 and December 31, 2011, the Company had a working capital deficit and has incurred significant losses since inception. Further losses are anticipated raising substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company plans to acquire sufficient capital from its investors with which to pursue its business plan. There can be no assurance that the future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. There is no assurance that the Company will be successful in raising additional funds.

NOTE 3 – ORGANIZATION AND NATURE OF BUSINESS

Greenfield Farms Grassfed Beef, Inc. (the "Company"), now known as Greenfield Farms Food, Inc., was incorporated under the laws of the State of North Carolina on December 30, 2010. We are a marketer of grassfed beef products to a variety of grocery chains, retailers, and others, throughout the South Eastern United States.

On March 1, 2011 Sweet Spot Games, Inc. (“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 majority shareholders of Sweet Spot agreed to transfer control by transferring 22,582,500 shares in exchange for 100% of the outstanding shares of Greenfield, effectively conveying 75% of the voting control of the Company. The majority shareholders did not receive consideration other than the exchange of shares. The shares will be issued to Greenfield shareholders of record as of the date of the agreement. It is intended that Greenfield will become a wholly owned subsidiary of Sweet Spot Games, Inc. The company, therefore reduced the current 30,110,000 outstanding shares of common stock by 22,033,787 (approximately 73%), resulting in 8,076,213 outstanding shares of common stock prior to giving effect to the 40:1 forward split announced on March 22, 2011.

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. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Use of Estimates and Assumptions

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

Foreign Currency Translation

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

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

Accounting Basis

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

Income Taxes

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

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2012.

Dividends

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

Impairment of Long-Lived Assets

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

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the year ended December 31, 2011.

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, 2012, the Company has not issued any stock-based payments to its employees.

Accounting Pronouncements

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

NOTE 5 - DERIVATIVE LIABILITY

On June 22, 2012 the Company, accepted and entered into Securities Purchase Agreement (the "Convertible Promissory Note Agreement") originally dated June 15, 2012 with Asher Enterprises, Inc., a Delaware corporation (the "Investor"), authorizing the Investor to purchase a convertible note (the "Note") in the principal amount of $82,500 with an interest rate of 8% per annum

Pursuant to the Convertible Note Agreement and the Note, the Investor, or registered Assigns (collectively the "Holder"), shall have the right, from time to time, and at any time during the period beginning on the date which is 180 days following the date of the Note and ending on the later of the maturity date (which is December 15, 2012) or the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock of the Company; provided however, to the extent that the Holder's beneficial ownership of the Common Stock of the Company would not exceed 4.99% at any such time as a result of its conversion of the Note.

The Investor may convert, at any time, the outstanding principal and accrued interest on the Convertible Note into shares of the Company's common stock ("Common Stock") at a conversion price per share equal to thirty-five percent (35%) of the lowest trading price of the Common Stock during the 60 trading days ending on the last complete trading day prior to the conversion date.

In 2011 and 2012 the Company has borrowed $193,500 (shown net of $46,666 of debt discount) which is convertible into the Company’s common stock after one hundred and eighty days (180) at discounts to the market value of the Company’s common stock ranging from 55% to 65%. The conversion at less than market value gives rise to a derivative liability. This liability is computed using the Black-Sholes method with the following input:

	Note 1			Note 2
Estimated fair value	$	0.03		$	0.03
Expected life (years)		.50			.38
Risk free interest rate		.09	%		.16	%
Volatility		161.05	%		174.09	%

NOTE 6 – COMMON STOCK

The authorized capital of the Company is 950,000,000 common shares with a par value of $0.001 per share of which the Company has issued 323,048,520 shares. The Company has also authorized 50,000,000 shares of preferred stock par value $0.001 and authorized up to 100,000 shares of a Series A Convertible Preferred Stock of which 96,623 are currently issued and outstanding.

NOTE 7 – CHANGE IN CONTROL AND EXTINGUISHMENT OF LIABLITIES

On June 18, 2012, Larry C. Moore and HF Services, LLC executed a Stock Purchase Agreement ("SPA") that was effective on June 22, 2012 at closing, through which HF Services, LLC purchased the 85,000 shares of Series A Preferred Stock of the Company owned by Mr. Moore. Accordingly, given each share of Series A Preferred Stock is convertible into 7,000 shares of Common Stock or 595,000,000 shares, this transaction represents a change in control of the Company.

Concurrent with closing of the SPA and effective on June 22, 2012, Mr. Larry C. Moore, Mr. Mike Killman, Mr. Scott Vuncannon and Mr. Alan Walker each resigned from the Company's board of directors. The Company has no standing committees on which Messrs. Moore, Killman, Vuncannon or Walker served. There were no disagreements between the Company and Messrs. Moore, Killman, Vuncannon or Walker related to their resignation from the board of directors.

Also effective on June 22, 2012, Mr. Larry C. Moore resigned as Chief Executive Officer of the Company and Ms. Donna M. Moore resigned as Vice President of Marketing and Corporate Secretary.

Effective June 22, 2012, Mr. Henry Fong was elected to the board of directors of the Company and appointed Chairman of the Board and Chief Executive Officer of the Company until his successor is duly elected and qualified. There are no family relationships between Mr. Fong and any previous officer or director of the Company. Mr. Fong is a principal and Manager of HF Services, LLC.

The Company has entered into a Debt Settlement and Release Agreement with Larry C. Moore and Donna M. Moore (the Moore’s), President and Chief Executive Officer and Secretary of the Company, respectively.

On June 22, 2012 the Company, accepted and entered into Debt Settlement and Release Agreement dated June 18, 2012 with the Moore’s. The agreement compensates the Moore’s $130,000 with an initial payment of $80,000 and a Promissory Note from the Company for $50,000 due and payable 120 days from said date. In return for the compensation received the Moore’s will forgive $200,004.70 in deferred compensation and other debt owed by the Company and will assume approximately $30,933.46 in Accounts Payables by the Company. Additionally Larry C. Moore was appointed President of the Greenfield Farms Grassfed Beef, Inc. the Company's operating subsidiary and will assume all operational control of the subsidiary.

NOTE 8 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2012 to the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Forward Looking Statements

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

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

·	the effect of political, economic, and market conditions and geopolitical events;

·	legislative and regulatory changes that affect our business;

·	the availability of funds and working capital;

·	the actions and initiatives of current and potential competitors;

·	investor sentiment; and

·	our reputation.

We do not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by any forward-looking statements.

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

Overview

Greenfield Farms Grassfed Beef, Inc. was incorporated on December 30, 2010 as a North Carolina corporation. It obtained approval from the USDA-FSIS to use the “grassfed beef” designation in September 2010 and began marketing under the grassfed designation in December 2010. Prior to that time Greenfield was engaged in more traditional beef sales, raising an occasional steer for sale at farmer’s markets and similar venues.

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 Foods Stores, a North Carolina based grocer with over 100 locations. The company now supplies the Lowes chain of stores through Merchant Distributors, Inc., (MDI) a sister company of Lowes Foods. MDI supplies over 850 independent grocery stores in the Southeast in addition to the Lowes stores. This relationship allows the company to deliver to one central location and minimize delivery costs. The company is currently discussing product placement with several other east coast grocery chains. 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.

Greenfield Farms Grassfed Beef and its collective group of producers represent over 2500 acres in pasture under management and approximately 2000 head of cattle. Management is constantly seeking to increase the number of head of cattle raised under the “grassfed” moniker and may seek in the future to acquire land by lease or purchase.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2012

(A COMPARISON OF LIQUIDITY AND CAPITAL RESOURCES MAY NOT BE MEANINGFUL BECAUSE THE COMPANY HAS UNDERGONE TWO SIGNIFICANT CHANGES. FIRST, THE COMPANY COMPLETED A REVERSE MERGER IN MARCH, 2011 AND IS NOW ENGAGED IN AN ENTIRELY DIFFERENT LINE OF BUSINESS.)

The Company’s operations were adversely impacted during the second quarter by the following factors:

·	Processing and packing facilities were at or near capacity making it difficult for the Company to process enough product to fill all orders;

·	While there is significant demand for the prime cuts from grass fed beef, there is less demand for the more expensive grass fed ground beef and the Company has sold some product at reduced costs to avoid spoilage;

·	The lack of capital has prevented the Company from acquiring additional facilities and product.

Management has attempted to address each of these three adverse factors. We have contacted other processing facilities, some as far away as Canada, to process additional product during the busy season between Memorial Day and Labor Day. Management has also identified processing facilities that could be acquired provided that financing is available. Management has also contacted other retailers regarding the retail distribution of ground beef products to avoid the accumulation of ground beef as a byproduct of manufacturing prime cuts. Management will continue to address these issues, but there can be no assurance that our efforts will prove successful.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Overall, we had a net loss of $(706,719) for the six months ended June 30, 2012. During the six months ended June 30, 2012, we had cash flow used by operations of $(44,219), net loss from operating activities of $(141,620), net cash provided by investing activities of $7,965, and cash flows provided by financing activities of $31,800. At the end of the six month period ending June 30, 2012, our cash balance was $-0-.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash flow used in operating activities was $(44,219) which was primarily attributable to non-cash adjustments to derivative liabilities from convertible note payable totaling $546,789. The adjustments to reconcile the net loss to net cash for the period ended June 31, 2012 included depreciation expense of $3,069 and loss on sale of equipment of $10,845.

CASH FLOWS FROM INVESTING ACTIVITIES. For the six months ended June 30, 2012, cash flows provided by investing activities consisted of $7,965.

CASH FLOWS FROM FINANCING ACTIVITIES. For the six months ended June 30, 2012, cash flows from financing activities were $31,800, which consisted of proceeds from issuance of notes payable of $111,800 that was offset by $80,000 paid to our former president for amounts owed to him.

FINANCING. We ended June 30, 2012 with $-0- in cash and cash equivalents on our balance sheet as compared to $4,454 in cash and cash equivalents as of December 31, 2011.

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

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 or non-dilutive 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.

RESULTS OF OPERATIONS.

Three month period ended June 30, 2012 versus June 30, 2011

Operating Expenses

The Company recorded losses before income taxes of $(616,069) for the three months ended June 30, 2012. Revenue for the period was $6,921 with cost of goods sold of $(8,930) for a loss before operating and other expenses of $(2,009). For the three months ended June 30, 2012 total operating expenses were $63,296 including general and administrative expenses of $11,451.

For the three month period ended June 30, 2011, the Company recorded losses before income taxes of $(67,311) with revenue of $44,884 and cost of goods sold of $63,717 for a loss before operating expenses of $(18,833). Total operating expenses were $48,478 for the three month period ended June 30, 2011 including general and administrative expenses of $14,717. The Company experienced significant increases in professional fees along with wages and taxes in the 2012 period versus the 2011 period.

Other Expenses

The company incurred other expenses of $550,764 for the three months ended June 30, 2012 that was derived primarily from derivative liability expense of $231,653, change in the value of derivative liability of $279,303 and amortization expense on discount of debt of $35,833 all related to the issuance of convertible notes.

There was no similar expense in the three month period ended June 30, 2011 as the Company had no outstanding derivative liabilities.

Net Loss

The net loss for the three months ended June 30, 2012 was $(616,069) as compared to net loss of $(67,311) for the three months ended June 30, 2011. The significant increase is primarily the result of other expenses relating to the issuance of derivative liabilities.

Six month period ended June 30, 2012 versus June 30, 2011

Operating Expenses

The Company recorded losses before income taxes of $(706,719) for the six months ended June 30, 2012. Revenue for the period was $6,921 with cost of goods sold of $14,923 for a loss before operating and other expenses of $8,002. For the six months ended June 30, 2012 total operating expenses were $133,618 including general and administrative expenses of $12,497.

For the six month period ended June 30, 2011, the Company recorded losses before income taxes of $(115,456) with revenue of $88,427 and cost of goods sold of $102,702 for a loss before operating expenses of $(14,275). Total operating expenses were $101,181 for the six month period ended June 30, 2011 including general and administrative expenses of $50,371. The Company experienced significant increases in professional fees along with wages and taxes in the 2012 period versus the 2011 period that was offset by significantly lower general and administrative expense in the 2012 period.

Other Expenses

The company incurred other expenses of $565,099 for the six months ended June 30, 2012 that was derived primarily from derivative liability expense of $231,653, change in the value of derivative liability of $279,303 and amortization expense on discount of debt of $35,833 all related to the issuance of convertible notes.

There was no similar expense in the six month period ended June 30, 2011 as the Company had no outstanding derivative liabilities.

Net Loss

The net loss for the six months ended June 30, 2012 was $(709,719) as compared to net loss of $(115,456) for the six months ended June 30, 2011. The significant increase is primarily the result of other expenses relating to the issuance of derivative liabilities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

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

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

As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were not effective [RS1] to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

The Certifying Officers have also concluded, based on our evaluation of our controls and procedures that as of June 30, 2012, our internal controls over financial reporting are not effective and provide a reasonable assurance of achieving their objective.

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

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

Changes in Internal Control over Financial Reporting

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

Conclusions regarding disclosure controls and procedures.

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Exchange Act as of June 30, 2012, and, based on their evaluation, as of the end of such period, the our disclosure controls and procedures were effective as of the end of the period covered by the Annual Report.

Management’s Report On Internal Control Over Financial Reporting.

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

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

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

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

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

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

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

Changes in internal control over financial reporting.

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

PART II

ITEM 1. LEGAL PROCEEDINGS.

We are not presently involved in any litigation that is material to our business. We are not aware of any pending or threatened legal proceedings. In addition, none of our officers, directors, promoters or control persons has filed or been involved for the past five years:

·	in any bankruptcy petition

·	in any conviction of a criminal proceeding or involved in a pending criminal proceeding (excluding traffic violations and minor offenses)

·	is subject to any order, judgment or decree enjoining, barring suspending or otherwise limiting their involvement in any type of business, securities, or banking activities,

·	or has been found to have violated a federal or state securities or commodities law.

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

Exhibits:

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

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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

Exhibits required to be filed by Item 601:

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	Greenfield Farms Food, Inc.

Date: August 27, 2012	By:	/s/ Henry Fong
		Henry Fong
		Principal Executive Officer and
		Principal Financial Officer

Attached files

Greenfield Farms Food, Inc. Reports

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