UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2016

Commission File # 333-174894

Nevada

(State or other jurisdiction of incorporation or organization)

38-3832726

(IRS Employer Identification Number)

7380 Sand Lake Road, Suite 500

Orlando, FL 32819

 (Address of principal executive offices)(Zip Code)

(503) 505-6946

(Issuer’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 day. x Yes   o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

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

As of September 13, 2016, there are 74,789,871 shares of common stock outstanding.

 PATRIOT BERRY FARMS, INC.

QUARTERLY REPORT ON FORM 10-Q

June 30, 2016

TABLE OF CONTENTS

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

All references in this Quarterly Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Patriot Berry” and the “Registrant” refer to Patriot Berry Farms, Inc. unless the context indicates another meaning.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Patriot Berry Farms, Inc.

Index to the Financial Statements (Unaudited)

June 30, 2016

Patriot Berry Farms, Inc.

Balance Sheets

(Unaudited)

See accompanying notes to the financial statements.

Patriot Berry Farms, Inc.

Statements of Operations

(Unaudited)

See accompanying notes to the financial statements.

Patriot Berry Farms, Inc.

Statements of Cash Flows

(Unaudited)

See accompanying notes to the financial statements.

Patriot Berry Farms, Inc.

Notes to Financial Statements

(Unaudited)

NOTE 1 - ORGANIZATION

Patriot Berry Farms, Inc. (“Patriot” or the “Company”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. Patriot is in the business of acquiring and establishing profitable berry farms throughout the United States. The main focus of the Company is on blueberry production with a secondary focus on strawberry and raspberry production.

On July 1, 2014, the Board of Directors and majority shareholders of the Company approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Patriot Cannabis Farms, Inc. As of the date of this quarterly report, the name change has not been effected.

In April 2015, the Company sold the blueberry farm and currently has minimal operations.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Interim Accounting

The accompanying 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 Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended June 30, 2016, are not necessarily indicative of the results that may be expected for the year ended March 31, 2017.

The Company's 10-K for the year ended March 31, 2016, filed on September 7, 2016, should be read in conjunction with this Report. 

USE OF ESTIMATES

The preparation of the Company’s 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $50 and $0 in cash as of June 30, 2016 and March 31, 2016, respectively.

NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK

The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2016 and March 31, 2016, the Company has an accumulated deficit of $2,614,173 and $2,569,399, respectively. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to continue its operations is dependent upon, among other things, obtaining additional financing. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - SALE OF PROPERTY AND EQUIPMENT

In April 2015, the Company sold the blueberry farm including equipment at a selling price of $235,000 to the original seller. The Company and the Buyer entered into a mortgage note for $25,000 of the total $235,000 which shall be paid by the buyer before or on July 15, 2015 instead of upon closing of the sale. The net proceeds received upon sale of the farm is $4,970, after repaying $200,000 notes payable balance and $5,030 transaction fees incurred. During the year ended March 31, 2015, $159,766 in impairment was recognized.

As of June 30, 2016 and March 31, 2016, the Company had no property and equipment.

NOTE 5 - RELATED PARTY ADVANCES

In December 2014, the Company’s President advanced $10,000 to pay the settlement of the outstanding balance of consulting agreement on behalf of the Company. These advances were non-interest bearing, due upon demand and unsecured.

As of June 30, 2016 and March 31, 2016, the balance of related party advances is $10,000 and $10,000 respectively.

NOTE 6 - RELATED PARTY TRANSACTIONS

On March 21, 2014, the Company entered into a formal employment agreement with its newly appointed President, whereby the Company agreed to remit an annual salary of $120,000, payable monthly, for services rendered. On June 23, 2014, the Company amended the Cattlin Employment agreement (the “Cattlin Addendum”), pursuant to which the Company agreed to issue Daniel Cattlin, the sole officer and director of the Company, 1,500,000 shares of Common Stock upon execution of the addendum, and 500,000 shares of Common Stock upon each one year anniversary of the addendum's effective date.

During the three months ended June 30, 2016 and 2015, the Company incurred total of $30,000 and $30,000 in salaries. The Company also incurred $12,500 and $12,500 in stock based compensation during the three month ended June 30, 2016.

As of June 30, 2016 and March 31, 2016, the balance in accounts payable- related party is $223,579 and $193,579.

NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT)

The Company did not issue any common stock during the year ended March 31, 2016 and the quarter ended June 30, 2016.

As of June 30, 2016 and March 31, 2016, 73,399,871 shares of common stock were issued and outstanding.

NOTE 8 - GAIN ON SETTLEMENT OF DEBT

During the three months ended June 30, 2016 and June 30, 2015, the Company recorded a gain on settlement of debt of $0 and $12,000, respectively.

NOTE 9 - SUBSEQUENT EVENTS

On July 25, 2016, the Company issued 1,000,000 shares of its common stock to its current President, par value $0.001 per share, for the service rendered. 500,000 shares of common stock have been valued at $0.50 per share for the year ended March 31, 2015 and 500,000 shares of common stock have been valued at $0.10 per share for the year ended March 31, 2016. The stock based compensation expenses were recognized over the service period.

On July 29, 2016, the Company issued 100,000 shares of Company’s common stock to its current President, in consideration to reimburse $10,000 settlement payment that was advanced by its current President on behalf of the Company in December 2014.

On July 7, 2016, the current President advanced $29,000 to pay certain accounts payable on behalf of the Company. On July 29, 2016, the Company issued 290,000 shares of Company’s common stock to its current President to reimburse $29,000 paid on behalf of the Company. 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Form 10-K, Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Overview

Patriot Berry Farms, Inc. was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc.). On December 27, 2012, a change in control occurred as a director of the Company purchased 54,400,000 shares of common stock of the Company. On January 28, 2013, the Company changed its name to Patriot Berry Farms, Inc.

On May 15, 2013, the Company began implementation of its new business plan: the acquisition and operation of established and profitable berry farms throughout the United States. The Company’s main focus is on blueberry production with a secondary focus on strawberry and raspberry production.

In August, 2013, the Company hired a Director of Farming and entered into an agreement, wherein the Company will pay a fee of $5,000 per month to the director for a period of 24 months in exchange for assistance in identifying, underwriting, and negotiating the terms of potential farm acquisitions on the Company’s behalf. Further, the director will assist the Company in the development of its operations and distribution, amongst other responsibilities. Upon the expiration of the initial 24 months of the director’s agreement’s term, the Company will ascertain if an increase in the monthly fee is warranted.

In November, 2013, the Company acquired the Morningstar Farm, an operational blueberry farm in Levy County, Florida.

On April 4, 2014, the Company, through Douglas Harmon, who was the Company’s Farm Manager of the Morningstar Farm entered into the Sale Agreement with Dole Berry Company. Pursuant to the Sale Agreement, Dole was acting as the exclusive sales agent of the Company to market and sell all of the blueberries produced by the Grower from the Farm for a period of five (5) harvest years beginning January 1, 2014 until December 31, 2018 unless terminated earlier. The Company received advances equal to $1.00 per pound of finished product weight each week minus receiving and handling charges, as well as 10% commission that was paid to Dole. The Company was due to pay to the Mr. Harmon a commission equal to 2% of the revenues from the sales of finished products, but has since made a settlement within the sale of the farm, which included this payment.

On July 1, 2014, the Board of Directors and majority shareholders of the Company approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Patriot Cannabis Farms, Inc. As of the date of this report, the name change has not been effected.

On June 23, 2014, the Company amended the Cattlin Employment agreement, pursuant to which the Company agreed to issue Daniel Cattlin, the sole officer and director of the Company, 1,500,000 shares of Common Stock upon execution of the addendum, and 500,000 shares of Common Stock upon each one year anniversary of the addendum's effective date.

On July 25, 2014, the Company renewed its agreement Strikly Berry Consulting, LLC to advise the Company on its berry farm development program, including: assessment of land or existing farms the Company is considering acquiring, assistance with evaluation of historical farm performance and production system advice including, but not limited to, pre-plant decision making, fertility, and pruning/training recommendations of berry crops.

On December 24, 2014, the Company terminated its agreement Anthony DiMeo (Director of Farming).

On November 2, 2014, the Company terminated its agreement with Strikly Berry Consulting, LLC.

On April 23, 2015, the Company sold the Morningstar Farm to Douglas and Gail Harmon.

In July 2016, the Company issued 1,000,000 shares of the Company’s common stock to Daniel Cattlin pursuant to the addendum to his employment agreement with the Company dated June 23, 2014.

In July 2016, Company issued 100,000 shares of its common stock, par value $0.001 per share, valued at $0.10 per share to its President in consideration of $10,000 settlement payment that was made by Cattlin on behalf of the Company to Anthony DiMeo on December 24, 2014.

In July 2016, The Company issued 290,000 shares of its common stock, par value $0.001 per share, valued at $0.10 per share to its President in consideration of $29,000 invested into the Company on July 7, 2016.

The Company is based in Orlando, Florida, with principal executive offices located at 7380 Sand Lake Road, Suite 500, Orlando, Florida 32819 and our telephone number is (503) 505-6946.

Plan of Operation

On July 7, 2016, the Company received funding from its CEO in order to bring its SEC filings up to date and start seeking investment so that the Company can continue looking for possible acquisitions within the berry market. The CEO has been unable to secure the necessary investment to pursue this option and has since been contacted by a third party who is interested in supporting a rebrand of the Company into the tech sector. Extensive talks have occurred with this third party to potentially vend a software company into Patriot Berry once all its filings are current. The software company in question has developed content filtering software. No Letter of Intent or definitive agreement has been signed with this company and there is no assurance that an agreement will be signed with this company in the future.

There has been a very limited activity within the Company since September 2014 due to the fact that the Company has not been able to secure the necessary financing to sustain its operations.

Results of Operations

Comparison of the three months ended June 30, 2016 and 2015

Revenues

During the three months ended June 30, 2016, and June 30, 2015, we did not generate any revenues.

Expenses

We incurred operating expenses in the amount of $44,774 during the three months ended June 30, 2016 compared to $52,933 for the corresponding period in 2015. This is due to the $7,698 decrease in selling, general and administrative expenses during the three months ended June 30, 2016 compared to same period in 2015.

Gain on settlement of debt

During the three months ended June 30, 2016, the Company did not incur any gain on settlement of debt. During the three months ended June 30, 2015, the Company had $12,000 in gain on settlement of debt.

Net Loss

We incurred a net loss of $44,774 during the three months ended June 30, 2016, compared to a net loss of $40,933 for the corresponding period in 2015. 

Liquidity and Capital Resources

Since its inception, the Company has financed its cash requirements from the sale of common stock and advances from related party. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.

We believe the Company will need additional resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. As of June 30, 2016, the Company has an accumulated deficit of $2,614,173. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to continue as a going concern is dependent upon, among other things, obtaining additional financing to continue operations. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.

There can be no assurance that we will successfully address such risks, expenses and difficulties.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure controls and procedures

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.

Internal control over financial reporting

The Certifying Officers reviewed our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company is based in Orlando, Florida, with principal executive offices located at 7380 Sand Lake Road, Suite 500, Orlando, Florida 32819 and our telephone number is (503) 505-6946.

Item 3. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits

___________ 

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, thereunto duly authorized.