UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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, 2015
	For the fiscal year ended: DECEMBER 31, 2016
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For transition period from to________________

Commission File Number 333-157281

GREENFIELD FARMS FOOD, INC.

(Name of small business issuer in its charter)

NEVADA		26-2909561
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

~~319~~5430 ~~Clematis~~LBJ ~~Street~~Freeway – Suite ~~400,~~1200 ~~West Palm Beach~~Dallas, ~~Florida~~TX. ~~3340~~ 75240

(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (~~561~~513) ~~514~~602-~~9042~~3268

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark ifwhether the ~~Registrant~~registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~by Section 13 or 15(d) of the Securities Exchange Act: ¨of 1934 during the preceding 12 months (or for 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 x No

Indicate by check mark ifwhether the ~~Registrant~~registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section~~Rule 13405 orof ~~Section~~Regulation 15S-T (d)§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes x No

Indicate by check mark whether the ~~Registrant~~registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, 13 or 15a ~~(d)~~smaller ofreporting ~~the~~company. ~~Exchange~~See ~~during~~ the ~~past~~definitions 12of ~~months~~"large ~~(or~~accelerated ~~for~~filer," ~~such~~"accelerated ~~shorter~~filer" ~~period~~and ~~that~~smaller ~~the~~reporting ~~Registrant~~company" ~~was~~in ~~required~~Rule ~~to file such reports), and (~~12b-2) ~~has~~of ~~been subject to such filing requirements for~~ the ~~past~~Exchange ~~90 Days: x Yes ¨ No~~Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ifAccelerated ~~disclosure~~filer of¨ ~~delinquent filers pursuant to Item 405 of Regulation S~~Non-Kaccelerated isfiler ~~not~~¨ ~~contained~~Smaller inreporting ~~this~~company ~~form,~~x ~~and~~(Do ~~will~~ not becheck ~~contained,~~if toa ~~the~~smaller ~~best~~reporting ~~of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: x~~company)

Indicate by check mark whether the ~~Registrant~~registrant is aan ~~large~~emerging ~~accelerated~~growth ~~filer,~~company anas ~~accelerated~~defined ~~filer,~~in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or aRule ~~non~~12b-~~accelerated~~2 ~~filer:~~of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Large~~Emerging ~~Accelerated~~growth ~~Filer~~company ¨ ~~Accelerated Filer ¨ Non-Accelerated Filer ¨ 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 x No

The aggregate market value of the voting common equity held by non-affiliates of the issuer was $3186,~~172~~667,~~763,~~ based on the last sale price of the issuers common stock ($0.~~0034~~0002 per share) as reported by the OTCPink Markets as of the last business day of the Registrant's most recently completed second fiscal quarter.

The Registrant had ~~933~~3,~~336~~403,~~455~~855,330 shares of common stock outstanding as of ~~June~~July 1620, ~~2016~~2018.

Documents incorporated by reference: None

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

2The 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

We were founded in 2008 as Sweet Spot Games, Inc., a Nevada corporation on June 2, 2008. We changed our name to ~~Green~~Greenfield ~~Field~~ Farms Food, Inc. ("Greenfield") on March 31, 2011. In October 2013, we entered into an Asset Purchase Agreement (the "Agreement") with COHP, LLC, through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela's Pizzeria through a newly formed wholly-owned subsidiary Carmela's Pizzeria CO, Inc. Carmela's Pizzeria presently has three Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a full service menu for Dine In, Carry out and Delivery as well as pizza buffets in select stores. Carmela's has been noted in Dayton Daily News as one of "The Best Pizzerias" in Dayton.

The Carmela's Pizzeria assets and liabilities were acquired in exchange for 1,000 shares of our newly issued Series C Convertible Preferred Stock ("Series C") that converted on October 31, 2013 into 53,965,942 shares of common stock upon the effective date of a 1 for 100 reverse split. In addition, COHP and its assigns received warrants to purchase a total of 53,965,942 shares of our common stock exercisable for a period of five years in the amounts and exercise prices as follows: 59,962 at $3.00; 59,962 at $6.00; and 59,962 at $7.50. The value of these assets was $1,586,599 at December 31, 2013, which represents the fair market value of the common stock and warrants issued in the acquisition at their issuance dates.

Prior to the acquisition of Carmela's Pizzeria, we operated as a consumer and wholesale driven producer of grassfed beef. The Company had supplied Lowes Food Stores, a North Carolina based grocer with over 100 locations in North and South Carolina on a very limited basis. Greenfield Farms Grassfed Beef and its collective group of producers represented over 2500 acres in pasture under management and approximately 2000 head of cattle at its peak.

The Company will continue to explore other business opportunities in complementary food related business segments much like the acquisition of Carmela's Pizzeria, although no further agreements have been reached.

For SEC reporting purposes, Carmela's is treated as the continuing reporting entity that acquired GRAS as a result of the Carmela's acquisition transaction. The quarterly and annual reports filed after the transaction, beginning with this report, have been prepared as if Carmela's (accounting acquirer) were the legal successor to the Company's reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Carmela's for all periods prior to the share exchange; and consolidated with the Company from the date of the share Exchange. All share and per share amounts of Carmela's have been retroactively adjusted to reflect the legal capital structure of the Company.

3The Company will continue to explore other business opportunities in complementary food related business segments much like the acquisition of Carmela's Pizzeria, although no further agreements have been reached.

In their opinion letter for the fiscal year ended December 31, 2016, our auditors included an explanatory paragraph that disclosed conditions that raise concerns about the Company's ability to continue as a going concern. Please refer to the audited financial statements and accompanying auditors report within this filing.

Our Operations

WeOn ~~currently~~November ~~offer~~28, ~~two~~2017, ~~restaurant~~the ~~concepts~~Company entered into a Letter of Intent (the “LOI”) with Ngen Technologies USA Corp, (“Ngen”), a Texas corporation. Ngen engages in ~~our~~the ~~three~~business of 3D technologies including automotive, mobile and display. Ngen has also developed new state-of-art automotive muffler/silencer technologies (hereinafter, the “Business”). The Company will acquire, free and clear of all liens, encumbrances, and liabilities, one hundred percent (100%) of Ngen’s muffler technology Business. The acquisition includes Ngen’s rights under its contracts, licenses, purchase orders, privileges, franchises and agreements, and all assets and property owned ~~restaurant~~and ~~locations~~used ~~including:~~by Ngen in the Business. Clifford Rhee (“Rhee”) and Edward Carter (“Carter”) were named to the Company’s Board of Directors in conjunction with the LOI.

Effective December 7, 2017, the Board of Directors of the Company approved the issuance of 1,000 shares of Series F Preferred Stock (the “Series F Preferred Stock Shares”) to Rhee, the Chairman of the Board of Directors of the Company, or his assigns, in consideration of his role in the proprietary and intellectual aspects of Ngen that has been assigned to the Corporation. The issuance of these shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transactions did not involve a public offering.

On January 4, 2018, the Company entered into Asset Purchase Agreement (the “Agreement”) with Ngen, Rhee and Carter. The Company, Ngen, Rhee and Carter are referred to as the Parties. Pursuant to the Agreement, the parties agreed that the Company purchased assets of Ngen related to Ngen’s automotive technology Business in consideration of the Company issuing 500 shares of the Company’s Series E Preferred Stock to Rhee and 500 shares of the Company’s Series E Preferred Stock to Carter. The Series E Preferred Stock in the aggregate is convertible into 85% of the issued and outstanding common stock of the Company, on a post conversion basis.

The issuance of these shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as there was no general solicitation, and the transactions did not involve a public offering.

The remainder of this Annual Report filed on this Form 10-K, discusses the prior business of the Company.

Through January 4, 2018, the Company offered two restaurant concepts in our three Company owned restaurant locations including:

	·	A full-service dining room menu comprising a Carmela's Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill.

	·	A smaller Carmela's Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out; as well as a drive-thru in certain locations.

In addition, our locations may offer a "Carmela's Treats" walk-up window offering ice cream style dessert treats offered to both diners within the restaurant or patrons looking for dessert only offerings.

Each concept is designed to offer quality meals at affordable prices with an emphasis on efficiencies in food ordering, preparation and service. We believe that the overall configuration of each concept results in simplified scalable operations, increased efficiency and improved consistency and quality of our food products. Our restaurants may be configured to adapt to a variety of building shapes and sizes by utilizing the restaurant concept that best fits the individual location. This offers the flexibility necessary for our concepts to be operated at a multitude of locations.

In addition to offering New York style pizza for dine-in, carry-out or delivery at select locations, our buffet menu offers a variety of pizza toppings and special combinations of toppings. Stores offering full buffets also offer pasta, salads, comfort foods, and in a family-oriented atmosphere.

During 2015, we added a catering division offered through our stores for everything from simple pick up to full services weddings and other occasions. The catering menu presently offers five different price points ranging from $4.50 per person for salad, pasta and breadsticks to $12 per person for a full meal including roast beef with au jus. Customers can also order from a variety of appetizers, salads, entrée's and sides in portions designed for 8, 15 and 25 plus people including Italian classics and other non-Italian items.

During 2014, we announced and have been working on creating a franchising concept presently planned to involve three separate business elements including:

·A full-service dining room menu comprising a Carmela's Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill. ·A smaller Carmela's Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out. ·A Carmela's Pizzeria delivery and carry-out model similar to those of the leading pizza delivery chains and drive-thru access in some cases.

Franchising will require development of the Franchise Disclosure Document ("FDD"), the legal document presented to prospective franchise buyers in the presale process. In addition, candidate review and screening for a national franchise director commenced in 2015 but not yet been completed as of the filing of this report. The Company identified a franchising partner to complete the franchise operating system, collateral marketing materials and other supporting legal documentation, however these plans were put on hold pending further review of the costs and actions involved in creating the franchising concept. The Company feels it is important to perfect the Company's business plans and processes in order to establish a viable franchise concept.

One of our long-term objectives is to selectively expand through franchising along with adding a small number of Company-owned restaurants by identifying appropriate opportunities. We believethat developing a domestic network of franchise and Company-owned restaurants will play an important strategic role in a predominately franchised operating structure. Inaddition to generating revenues and earnings, we expect to use domestic Company-owned restaurants as test sites for new products and promotions as well asrestaurant operational improvements and as a forum for training new managers and franchisees. We also believe that as the number of franchise and Company-owned restaurantsincreases, they may add to the economies of scale available for advertising, marketing and other costs for the entire system.

Food and Supply Distribution

We currently purchase our restaurant supplies from local wholesale food distributors in the Dayton, Ohio area. If we are able to expand through franchising, we will identify a suitable partner for outsourcing our warehousing and distribution services to a reputable and experienced restaurant distribution company. There are many regional and national companies to choose from that we believe will offer significant choice to tailor a program necessary for our specific needs. We may also choose to outsource our product sourcing, purchasing, quality assurance, franchisee order and billing services, and logistics support functions. These decisions will be made as we move forward with development of our franchising program in the future.

Advertising

WeThrough ~~presently~~December ~~advertise~~2017, we advertised locally in the Dayton, Ohio area mainly through direct marketing. As we move to create our franchising concept, we will be required to communicate a common brand message at the regional, local market and restaurant levels, to create and reinforce a strong, ~~consistentmarketing~~consistent marketing message to consumers in order to create successful franchise start-ups and garner sufficient market share. It is typical to require franchisees to participate in, and contribute to, an advertising program as part of their franchising fees. Once again, these decisions will be made as we move forward with development of our franchising program in the future.

Government Regulation

We are subject to various federal, state and local laws affecting the operation of our restaurants. Each restaurant is subject to licensing and regulation by a number of governmental authorities, which include health, safety, sanitation, wage and hour, alcoholic beverage, building and fire agencies in the state or municipality in which the restaurant is located. Difficulties in obtaining, or the failure to obtain, required licenses or approvals could delay or prevent the opening of a new restaurant or require the temporary or permanent closing of existing restaurants in a particular area.

5We will be subject to Federal Trade Commission ("FTC") regulation and to various state laws regulating the offer and sale of franchises once our planned franchising program commences. The FTC will require us to furnish to prospective franchisees the FDD containing prescribed information. Substantive state laws that regulate the franchise or franchisee relationship presently exist in a number of states, and bills have been introduced in Congress from time to time that would provide for further federal regulation of the franchisor-franchisee relationship in certain respects. Some foreign countries also have disclosure requirements and other laws regulating franchising and the franchisor-franchisee relationship.

Competition

The restaurant industry, and specifically the pizza restaurant industry, is intensely competitive with respect to price, service, location and food quality, and there are many well-established competitors with substantially greater brand recognition and financial and other resources than us. Competitors include a large number of easily recognizable international, national and regional restaurant and pizza chains, as well as local restaurants and pizza operators. Some of our competitors may be better established in the markets where our restaurants are or may eventually be located. Within the pizza segment of the restaurant industry, we believe currently that our primary competitors are national pizza chains. As we move forward with franchising plans, our competition will potentially include regional chains, local restaurants as well as "take and bake" concept offerings. We also compete against the frozen pizza products available to consumers in all manners of retail stores. A change in the pricing or other market strategies of one or more of our competitors could have an adverse impact on our sales and earnings.

With respect to the potential sale of franchises, we will compete with many franchisors of restaurants and other business concepts. We believe that the principal competitive factors affecting the sale of franchises are franchise entry costs, product quality, price, value, consumer acceptance, franchisor experience and support, and the quality of the relationship maintained between the franchisor and its franchisees. In general, there is also active competition for management personnel and attractive commercial real estate sites suitable for our restaurants.

Employees

In addition to our executive officers, as of ~~June~~December 1631, ~~2016~~2017 we had twenty-three full-time and sixteen part-time employees at our ~~four~~three Company owned restaurants. None of our employees are currently covered by collective bargaining agreements.

ITEM 1A. RISK FACTORS

~~RISKS~~Not ~~RELATED~~required TOfor ~~OUR~~Smaller ~~BUSINESS~~Reporting Companies.

The purchase of shares of our common stock is very speculative and involves a very high degree of risk. An investment in our stock is suitable only for the persons who can afford the loss of their entire investment. Accordingly, investors should carefully consider the following risk factors, as well as other information set forth herein, in making an investment decision with respect to securities of Inhibiton.

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.

WE ARE NOT CURRENTLY PROFITABLE AND MAY NEVER BECOME PROFITABLE.

We have a history of significant losses and expect to incur additional losses and negative operating cash flow for the foreseeable future as we move to expand our business with franchising plans for our restaurant operations. As a result, we may never achieve or maintain profitability. Even if we succeed in further developing our franchising plans, we may continue to incur losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures and those expenses may not be offset by our revenues in any substantial way. As a result, we will need to generate significant revenues or raise additional capital in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our stock.

OUR CURRENT MANAGEMENT CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE LITTLE OR NO PARTICIPATION IN OUR BUSINESS.

Our current management control the company through ownership of our preferred stock. As a result, they have total control over all matters requiring approval by our stockholders without the approval of minority stockholders in some cases. They are also able to elect all of the members of our Board of Directors, which will allow them to control our affairs and management. They are also able to affect all 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 have significant influence and control over all matters requiring approval by our stockholders. Accordingly, you are 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.

RISKS RELATIING TO OUR SECURITIES

THERE IS CURRENTLY A VERY LIMITED MARKET FOR OUR COMMON STOCK AND NO ASSURANCE THAT A MORE LIQUID MARKET WILL DEVELOP.

There is currently a 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 ISSUANCES 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 ITIMPOSSIBLE FOR AN INVESTOR TO SELL HIS SHARES AT ANY REASONABLE PRICE.

Future issuances 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. This includes shares issued as a result of conversions related to outstanding convertible promissory notes we have outstanding.

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.

IF A STEADY MARKET DEVLEOPS FOR OUR SECURITIES THERE COULD BE SIGNIFICANT VOLATILITY AND THE SECURITIES MAY NOT APPRECIATE IN VALUE.

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.

WE HAVE RAISED CAPITAL THROUGH THE USE OF CONVERTIBLE DEBT INSTRUMENTS THAT CAUSE SUBSTANTIAL DILUTION TO OUR STOCKHOLDERS.

Because of the size of our Company and its status as a "penny stock" as well as the current economy and difficulties in companies our size finding adequate sources of funding, we have been forced to raise capital through the issuance of convertible notes and other debt instruments. These debt instruments carry favorable conversion terms to their holders of up to 65% discounts to the market price of our common stock on conversion and in most cases provide for the immediate sale of our securities into the open market. Accordingly, this has caused dilution to our stockholders and will continue to do so in 2015 and the foreseeable future. As of December 31, 2015, we had approximately $352,000 in convertible debt outstanding. This convertible debt balance as well as any additional convertible debt we incur in the future is very likely to cause substantial and sustained dilution to our current stockholders. We have effected two reverse stock splits over the past two years. We may need to effect further reverse splits of our common stock in the future due to significant increases in common shares outstanding as well as the trading market of our common stock to meet loan covenants for our lenders as well as to maintain minimum price levels for the effective trading of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

The Company ~~maintains~~had corporate office facilities provided by our Chief Financial Officer until he passed away on December 23, 2016. During ~~2014~~2015 and ~~2015~~2016, there were no rents or other amounts paid for these facilities ~~although that will not preclude the company from paying reasonable rental rates or reimbursement for use of these facilities in the future~~.

The Company leases its restaurant under certain leases with varied expiration dates. Certain leases provide for the payment of taxes and operating costs, such as insurance and maintenance in addition to the base rental payments.

Location	Sq Ft		Lease End
Brookville		2,400	July 2018
New Carlisle		3,700	February 2024
West Manchester		2,000	December 2019

Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows:

Year ended December 31, 2016	$	57,600
2017		58,350
2018		51,450
2019		43,200
Total	$	210,600

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 · 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.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

Trading Market for Common Equity

There is currently a limited market for the Company's Common Stock, which is traded over-the-counter and quoted under the trading symbol "GRAS".

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 not listed on any exchange; however, market quotes for the Company's common stock may be obtained from the OTC Markets "Pink" platform ("OTCPink"). The OTCPink is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter ("OTC") securities. The following table sets forth, for the indicated fiscal periods, the high and low sales prices (as reported by the OTCPink) for the Company's common stock. On February 23, 2015, we executed a 1 for 300 reverse split of our common stock. All per share prices have been adjusted to reflect this reverse split.

	Price
	High		Low
Fiscal year ended December 31, 2015
Fiscal year ended December 31, 2016
Quarter ended December 31, 2015	$	0.0002	$	0.00005
Quarter ended December 31, 2016	$	0.0002	$	0.0001
Quarter ended September 30, 2015	$	0.005	$	0.00005
Quarter ended September 30, 2016	$	0.0002	$	0.0001
Quarter ended June 30, 2015	$	0.006	$	0.001
Quarter ended June 30, 2016	$	0.0002	$	0.0001
Quarter ended March 30, 2015	$	0.04	$	0.001
Quarter ended March 31, 2016	$	0.0002	$	0.0001

Fiscal year ended December 31, 2014
Fiscal year ended December 31, 2015
Quarter ended December 31, 2014	$	0.18	$	0.03
Quarter ended December 31, 2015	$	0.0002	$	0.0005
Quarter ended September 30, 2014	$	0.30	$	0.06
Quarter ended September 30, 2015	$	0.005	$	0.0005
Quarter ended June 30, 2014	$	0.84	$	0.24
Quarter ended June 30, 2015	$	0.006	$	0.001
Quarter ended March 30, 2014	$	1.80	$	0.30
Quarter ended March 31, 2015	$	0.04	$	0.01

Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth above 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.

105

Holders

The number of record holders of our common stock as of June 1630, ~~2016~~2018, was ~~118~~119 according to our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in "street" or "nominee" name at a brokerage firm.

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~~VStock ~~Coast Stock~~ Transfer, ~~Inc~~LLC. located at 18 ~~2010~~Lafayette ~~Hancock Avenue~~Place, ~~Suite A~~Woodmere, ~~and~~NY ~~San Diego, California 92110~~11598. Their telephone number is (~~619~~212) ~~664~~828-~~4780~~8436.

Recent Sales of Unregistered Equity Securities

During the ~~three~~year ~~month~~ended ~~period from October 1, 2015 to~~ December 31, ~~2015~~2016, wethe Company issued ~~400~~1,~~959~~148,~~340~~296,711 shares of ~~our~~ common stock upon ~~the~~ conversion of $1639,~~963~~212 in principal and ~~interest~~$11,858 onof ~~our~~accrued ~~various~~interest on convertible notes ~~and~~representing ~~debentures,~~a orvalue of approximately $0.00004 per share ~~prior to any loss on conversions~~.

We offered and sold the securities in reliance on an exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. We relied on this exemption and rule based on the fact that there were a limited number of investors, all of whom were accredited investors and (i) either alone or through a purchaser representative, had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment, and (ii) we had obtained subscription agreements from such investors indicating that they were purchasing for investment purposes only. The securities were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as permitted by Rule 135c under the Securities Act.

ITEM 6. SELECTED FINANCIAL DATA

11Not required for a smaller reporting company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Our operations consist of Carmela's Pizzeria, which ~~presently~~during ~~has~~2016 had three Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a full service menu for Dine In, Carry out and Delivery as well as pizza buffets and sports grills in select stores. Carmela's has been noted in Dayton Daily News as one of "The Best Pizzerias" in Dayton.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, ~~2015~~2016 AND ~~2014~~2015

We had a net loss of $1,276,837 for the year ended December 31, 2016 as compared to a loss of $725,227 for the year ended December 31, 2015. Our gross sales in 2016 were $1,464,612 with cost of goods sold of $1,169,200 for a gross profit of $295,412. This compared to gross revenues of $1,661,591 with cost of goods sold of $1,420,002 for a gross profit of $241,589 for the year ended December 31, 2015. Our sales in the 2016 period decreased $196,979, or approximately 12% versus 2015. Cost of goods sold decreased by approximately 17.7%.

Total operating expenses were $~~628~~535,~~368~~860 for the year ended December 31, ~~2015~~2016 versus $~~631~~628,~~900~~368 for the year ended December 31, ~~2014~~2015 resulting in loss from operations of $~~382~~240,~~353~~448 and $~~373~~386,~~835~~779 in the ~~2015~~2016 and ~~2014~~2015 periods, respectively. ~~Much~~Professional ~~like~~fees ~~the~~decreased ~~sales increase~~$70,795 ~~these numbers remained fairly consistent from 2015 to 2014 with no significant variations~~ in ~~any one area of expense. There was a slight decrease in wages and taxes with~~ the ~~closing~~2016 ofperiod acompared ~~location~~to in 2015.

Other expenses were $~~338~~1,~~448~~036,389 for the year ended December 31, ~~2015~~2016 as compared to $~~667~~338,~~282~~448 for the year ended December 31, ~~2014~~2015. This ~~decrease~~increase was due primarily to ~~lower~~the higher expense for change in derivative liability, ~~and~~partially offset by amortization of expense on discount of debt ~~with~~as ~~lower~~many ~~costs~~convertible ~~for~~notes ~~loss~~were onfully ~~conversions~~amortized as of ~~debt~~December ~~and~~31, ~~fewer~~2015, ~~notes~~resulting ~~becoming convertible~~ in ~~2015 for~~ lower ~~amortization~~amortizations ofin ~~the debt discount~~2016. The ~~decreased~~increased expense from convertible notes and the corresponding derivative liabilities is the primary reason for the ~~decrease~~increase in net loss for ~~2015~~2016 versus ~~2014~~2015. As the Company is currently dependent on this type of financing for a portion of its working capital, fluctuations in the amount of convertible debt as well as notes being converted will continue to affect the Company's results of operations, that could include higher expense from these derivative liabilities in future periods.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Overall, the Company had a net loss of $~~725~~1,~~227~~276,837 for the year ended December 31, ~~2015~~2016. During the year ended December 31, ~~2015~~2016, we had cash flow used by operations of $~~297~~204,~~918~~122, net cash used in investing activities of $269,~~543~~162, and cash flows provided by financing activities of $~~319~~184,~~041~~586. At December 31, ~~2015~~2016, our cash balance was $5425,~~423~~725.

For the year ended December 31, ~~2014~~2015, the Company had a net loss of $1725,~~041,177~~227 with cash flow used by operations of $~~381~~297,~~935~~918, net cash used in investing activities of $426,~~482~~543, and cash flows provided by financing activities of $~~441~~319,~~238~~041. At December 31, ~~2014~~2015, our cash balance was $5954,~~843~~423.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash flow used in operating activities was $~~297~~204,~~918~~122 which was primarily attributable to our net loss of $~~725~~1,~~227~~276,837, offset by non-cash adjustments to derivative liabilities totaling $~~294~~846,~~129~~282 amortization and depreciation of $127,933 and the net changes in asset and liabilities of $75,593 reduced the cash used in opertions. The adjustments to reconcile the net loss of $725,227 to net cash used in operations of $297,918 for the period ended December 31, ~~2013~~2015, ~~also~~ included non-cash amounts of $56,903 of derivative liabilities, amortization and depreciation ~~expense~~expenses of $24261,~~267~~493 and the net changes in asset and liabilities of $~~(54~~58,~~488)~~913. We also issued convertible notes for services totaling $50,000.

~~CASH FLOWS FROM INVESTING ACTIVITIES. For the year ended December 31, 2014, cash flows used in investing activities was $26,543 from equipment purchases and improvements to our restaurant locations.~~7

CASH FLOWS FROM ~~FINANCING~~INVESTING ACTIVITIES. For the years ~~year~~ ended December 31, 2016 and 2015, cash flows ~~from~~used ~~financing~~in investing activities ~~were~~was $~~319~~9,~~041~~162 ~~which consisted of proceeds from issuance of notes~~ and ~~convertible notes payable totaling~~ $~~128~~26,~~400 that was offset by payments on notes payable of $2~~543,~~700.~~ ~~In addition~~respectively, ~~we received $354,045 in notes payable~~ from ~~related~~equipment ~~parties~~purchases that was offset by payments on related party notes of $160,704, nearly all of which is related to Carmela's. The significant decrease in financing activities is primarily the result of approximately $100,000 less in convertible note issued in the 2015 period versus the 2014 period. The Company anticipates it will continue to issue convertible notes payable to funds its operations during 2016, which will result in continued and ~~significant~~improvements ~~dilution~~ to ~~the~~our ~~Company's~~restaurant ~~current stockholders~~locations.

CASH FLOWS FROM FINANCING ACTIVITIES. For the year ended December 31, ~~2014~~2016, ~~we had~~ cash ~~used~~flows infrom ~~operating~~financing activities were $184,586 which consisted of proceeds from issuance of notes and convertible notes payable totaling $~~381~~55,~~935~~200 ~~including~~and $22286,~~014~~053 in ~~depreciation~~notes ~~expense~~payable ~~along~~from ~~with~~related aparties, ~~total~~and payments of $~~(41~~4,~~974)~~667 ~~from~~of ~~changes~~notes inand ~~assets~~convertible notes and ~~liabilities~~repayments ~~and~~of $~~653~~152,~~142~~000 of related party proceeds received and repayments made of related party notes were predominantly related to Carmela's. The Company anticipates it will continue to issue convertible notes payable to funds its operations during 2016, which will result in ~~non-cash~~continued ~~expense~~and ~~relating~~significant dilution to ~~derivative~~the ~~liabilities.~~Company's current stockholders.

For the year ended December 31, ~~2014~~2015, cash flows ~~used~~from infinancing ~~investing~~ activities ~~was~~were $4319,~~482~~041 ~~primarily~~which consisted of proceeds from ~~equipment~~issuance ~~purchases~~of ~~for~~notes ~~our~~and ~~restaurant~~convertible ~~locations~~notes payable totaling $128,400 and $354,045 in notes payable from related parties, and repayments of notes payable of $2,700 and repayments on related party notes of $160,704, nearly all of which is related to Carmela's.

13EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing options in 2017 as we look to secure additional funds to both stabilize and grow our business operations and work on franchising efforts for Carmela's. 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. Additionally, we will almost certainly need to rely on debt financing that is convertible into shares of our common stock that will result in continued and significant dilution to our stockholders due to the conversion of that debt at significant discounts to the market price of our common stock.

~~EXTERNAL SOURCES OF LIQUIDITY~~INFLATION. ~~We intend to pursue all potential financing options in 2016 as we look to secure additional funds to both stabilize and grow our business operations and work on franchising efforts for Carmela's.~~ Our management ~~will~~believes ~~review~~that ~~any~~inflation ~~financing~~has ~~options~~not athad ~~their~~a ~~disposal~~material ~~and~~effect ~~will~~on ~~judge~~our ~~each~~results ~~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~~operations, as and ~~when~~does wenot ~~need~~expect ~~to or if we can,~~ that ~~the~~it ~~terms of such financing~~ will ~~be favorable to us or our existing shareholders. Additionally, we will almost certainly need to rely on debt financing that is convertible into shares of our common stock that will result~~ in ~~continued~~fiscal ~~and~~year ~~significant dilution to our stockholders due to the conversion of that debt at significant discounts to the market price of our common stock~~2017.

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 2016.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and a decline in the stock market. We do not enter into derivatives or other financial instruments for trading or speculative purposes, however we do issue convertible notes that are subject to changes in the market price of our common stock for conversions to equity. Accordingly, as of December 31, ~~2014~~2016, we had $~~240~~349,~~000~~885 face value of convertible debentures bearing fixed interest rates of 8%-1012%. All of this fixed rate debt is due on demand or within twelve months from issuance. We have limited exposure to market risks related to changes in interest rates. We do not currently invest in equity instruments of public or private companies for business or strategic purposes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA NOTES TO FINANCIAL STATEMENTS

The financial statements and related information required to be filed are indexed and begin on page F-1 and are incorporated herein.

ITEM 9A9. ~~CONTROLS~~CHANGES IN AND ~~PROCEDURES~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~CONTROLS~~We ~~AND~~have ~~PROCEDURES~~had no disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.

~~CEO~~ITEM ~~and~~9A. ~~CFO~~CONTROLS ~~Certifications~~AND PROCEDURES.

~~Attached~~Disclosure toControls ~~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.Procedures

~~Evaluation~~The Securities and Exchange Commission defines the term "disclosure controls and procedures" to mean the company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (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~~controls and ~~Procedures~~procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

A review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") who is also the Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that review and evaluation, the CEO /CFO has concluded that as of December 31, 2015, disclosure controls and procedures, were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms. 8

14As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and

~~Management's~~procedures ~~Report~~are onnot ~~Internal~~designed ~~Controls~~to ~~over~~provide ~~Financial~~reasonable ~~Reporting~~assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting.~~ Internal ~~control~~Control ~~over~~Over ~~financial~~Financial reporting is a set of processes designed by, or under the supervision of, a company's principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:Reporting

~~Pertain~~The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed 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. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect ~~our~~the transactions and dispositions of ~~our~~the assets of the Company; ~~Provide~~(2) provide reasonable assurance ~~our~~that transactions are recorded as necessary to permit preparation of ~~our~~ financial statements in accordance with ~~GAAP~~generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of ~~our~~ management and directors of the Company; and ~~Provide~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ~~our~~the Company's assets that could have a material effect on the financial ~~statement~~statements.

~~Because~~Management, ofincluding ~~its~~the ~~inherent~~Chief ~~limitations,~~Executive ~~internal~~Officer ~~control~~and ~~over~~Chief ~~financial~~Financial ~~reporting~~Officer, ~~may~~does not expect that the Company's internal controls will prevent orall ~~detect~~error ~~misstatements~~and all fraud. ItBecause ~~should~~of beits ~~noted~~inherent ~~that~~limitations, ~~any~~a system of internal control, ~~however~~over ~~well~~financial ~~designed~~reporting ~~and operated,~~ can provide only reasonable, ~~and~~ not absolute, assurance that the objectives of the control system ~~will~~are be met. ~~Also,~~and ~~projections~~may ofnot ~~any~~prevent ~~evaluation~~or ofdetect ~~effectiveness~~misstatements. toFurther, ~~future~~over ~~periods~~time ~~are~~control ~~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.

~~Our~~With ~~CEO/CFO~~the ~~has~~participation ~~evaluated~~of the ~~effectiveness~~Chief ofExecutive ~~our~~Officer ~~internal~~and ~~control~~Chief ~~over~~Financial ~~financial~~Officer, ~~reporting~~our asmanagement ~~described~~evaluated inthe ~~Exchange~~effectiveness ~~Act~~of ~~Rules~~the ~~13a-15(e)~~Company's ~~and~~internal ~~15d-15(e)~~control asover offinancial ~~the~~reporting ~~end~~as of ~~the~~December ~~period~~31, ~~covered~~2016, ~~by this report~~ based upon ~~criteria~~the ~~established~~framework in "Internal Control -Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). toBased on that evaluation, our management has concluded that the ~~extent~~Company's ~~possible~~internal ~~given~~controls over financial reporting were not effective as of December 31, 2016. A material weakness due to a failure by the ~~limited~~Company ~~personnel~~to ~~resources~~properly record and ~~technological~~value ~~infrastructure~~conversions inof ~~place~~convertible debt and related stock transactions relating to ~~perform~~convertible notes issued by the ~~evaluation.~~Company ~~Based~~was ~~upon~~observed. ~~our~~To ~~management's~~remediate ~~discussions~~the ~~with~~weaknesses in our ~~auditors~~internal ~~and~~controls ~~other~~over ~~advisors~~financial reporting, ~~our~~we ~~CEO/CFO~~intend ~~believe~~to: ~~that,~~i) ~~during~~reconcile ~~the~~stock ~~period~~issuance ~~covered~~transactions byagainst ~~this~~the ~~report,~~agreements underlying such ~~internal~~stock ~~controls~~issuance transactions to ensure that equity issuances are properly accounted for; and ~~procedures~~ii) ~~were~~to ~~not~~engage ~~effective~~third asparty ~~described~~consultants ~~below.~~to review the stock issuance transactions to ensure that they are properly valued and accounted for.

Due to the small size and limited financial resources, we have inadequate segregation of duties within accounting functions and results in an overall lack of internal control. As a result, there is no segregation of duties in the accounting function, leaving all aspects of financial reporting and physical control of cash in the hands of one individual. This limited segregation of duties represents a material weakness. We will continue periodically review our disclosure controls and procedures and internal control over financial reporting and make modifications from time to time considered necessary or desirable.9

This ~~Annual~~annual ~~Report~~report does not include an attestation report of ~~our~~the ~~independent~~Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by ~~our~~the ~~independent~~Company's registered public accounting firm pursuant to temporary rules of the ~~SEC~~Securities and Exchange Commission that permit us to provide only management's report in this ~~annual~~Annual ~~report~~Report on Form 10-K.

~~Changes~~Except as disclosed herein, there was no significant change in ~~Internal~~the ~~Control~~Company's internal control over ~~Financial~~financial ~~Reporting~~reporting during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

~~There~~ITEM ~~have~~9B. ~~been~~OTHER no changes in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reportingINFORMATION.

~~ITEM 9B. OTHER INFORMATION~~None

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

(a)(b)(c) Identification of directors and executive officers

The following table sets forth the name, age, position and office term of each executive officer and director of the Company.

NAME	AGE	POSITION	~~POSITION~~SINCE	~~SINCE~~
Ronald Heineman	59		Chief Executive Officer, Principal Executive Officer and Director	October 2013
Clifford Rhee	56	Director and Interim Chief Financial Officer	November 29, 2017
Henry Fong	80		Chief Financial Officer, Principal Executive Officer, Principal Accounting Officer and Director	June 2012
Jason Koo	57	Chief Executive Officer and Principal Executive Officer	November 29, 2017
Edward Carter	61	Director and Secretary	November 29, 2017

Significant employees

NAME	AGE	POSITION	~~POSITION~~SINCE	~~SINCE~~
Darren Dulsky	59		President and Chief Operating Officer of Carmela's Pizzeria	October 2013
David Lithwick	50	Chief Technology Officer	November 29, 2017

Family relationships

None.

Business experience

~~RONALD~~Clifford ~~HEINEMAN~~Rhee

16Since July 2005, Mr. Rhee has been the President and Chief Executive Officer of Ngen Technologies USA Corp. (“Ngen”). The Company and Ngen executed an Asset Purchase Agreement on January 2, 2018. From February 2010 to June 2015 Mr. Rhee served as President and CEO, principle engineer and a director CTX Virtual Technologies, Inc. (“CTX”). From 1986 to 2009, Mr. Rhee held executive positions with several multi-national corporations whereby he was responsible for strategic business initiatives including mergers and acquisitions, turnarounds and growth. Mr. Rhee served as an independent director to Vermeer Korea (Construction equipment), Samsung Group (Industrial Products) and Oncidium Health Group (Medical services). Mr. Rhee is a graduate from McGill University in Mechanical Engineering and Certified Management Accounting program (C.M.A.) and is a registered professional engineer. Mr. Rhee has also been named the Interim Chief Financial Officer of the Company.

~~HENRY FONG~~10

~~Mr.~~Edward Fong was president of the Company from June 2012 to October 2013 when he became our CFO; and has been a director of the Company since June 2012. Mr. Fong has been CEO and a director of AlumiFuel Power Corporation, an alternative energy company, since May 2005. Mr. Fong has been a director of FastFunds Financial Corporation, a publicly traded holding company, since June 2004. Mr. Fong has been a Director of SurgLine International, Inc. (f/k/a China Nuvo Solar Energy, Inc.) since March 2002 and was its president from March 2002 through September 1, 2011. SurgLine is a publicly traded company that sources and distributes high quality FDA approved medical and surgical products at discount prices. Mr. Fong was the Chief Executive Officer of Techs Loanstar, Inc. (and its predecessor companies), a publicly traded Company that provides software technology solutions to the healthcare market, from April 2008 to July 2011. Since July 2009 Mr. Fong has been the sole director, President and Chief Financial Officer of PB Capital International, Inc. ("PBIC"), a blank check shell company that filed Form 10 registration statement which went effective in October 2009. Since July 2010 to September 2013, Mr. Fong was President and a director of Green Energy TV, Inc., a privately-held owner of "green" websites, most notably greenenergytv.com. Since December 2008, Mr. Fong has been President and a director of Carbon Capture Corporation, a privately held owner of certain carbon based intellectual property. From 1959 to 1982 Mr. Fong served in various accounting, finance and budgeting positions with the Department of the Air Force. During the period from 1972 to 1981 he was assigned to senior supervisory positions at the Department of the Air Force headquarters in the Pentagon. In 1978, he was selected to participate in the Federal Executive Development Program and in 1981, he was appointed to the Senior Executive Service. In 1970 and 1971, he attended the Woodrow Wilson School, Princeton University and was a Princeton Fellow in Public Affairs. Mr. Fong received the Air Force Meritorious Civilian Service Award in 1982. Mr. Fong has passed the uniform certified public accountant exam. In March 1994, Mr. Fong was one of twelve CEOs selected as Silver Award winners in FINANCIAL WORLD magazine's corporate American "Dream Team."Carter

~~DARREN~~In ~~DULSKY~~January 2015, Mr. Carter was a founding partner of Ngen, and currently serves as a member of their BOD and Secretary. Mr. Carter’s experience includes all aspects of public company related issues with regards to SEC filings, mergers, acquisitions and corporate communications. Over the past 10 years he served as Director of Investor Relations for several small public companies.

~~Darren~~Jason ~~Dulsky,~~Koo President and Chief Operating Officer of Carmela's, has been in restaurant industry since 1976. Mr. Dulsky worked for Friendly Ice Cream for 15 years as Manager, Training Coordinator and District Manager. He then joined Sbarro, Inc., a publicly traded company, in 1991. Mr. Dulsky held several operations positions during the 13 years prior to being named Sr. VP Operations where he had management oversight for over 130 units covering 17 states. Mr. Dulsky developed the Carmela's concept and opened the first location in 2004. Mr. Dulsky attended Sinclair Community College.

Dr. Koo has served as Chief Technology Officer for Ngen. Dr. Koo holds a PhD in electronic engineering from Korea Aerospace University and is a recipient of several distinctions and awards for various patents. Dr. Koo has been active in C level positions for multiple public companies over the years. Prior to joining Ngen, Dr. Koo served as the CEO of Hwa Sound Source, a KOSDAQ listed company from 1994 – 2009 and CTO for Celluon from 2009 to 2013.

David Lithwick

Since 2013 Mr. Lithwick served as Ngen’s North American CTO. Mr. Lithwick has extensive engineering and software application experience, spanning 20 years. Prior to joining Ngen, he held various senior positions with well-known technology companies in Canada and in the USA including CTX, BNE Technologies, and ICC Healthcare Technology Group. Mr. Lithwick holds a degree in computer science from the University of Toronto.

Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have two 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:

~~Audit~~Family ~~committee~~Relationships ~~financial expert~~

~~Identification of the audit committee~~None.

17Involvement in Certain Legal Proceedings

To the best of its knowledge, the Company's directors and executive officers were not involved in any legal proceedings during the last ten years as described in Item 401(f) of Regulation S-K.

Directorships

None of the Company's executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and named executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC.

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

ITEM 11. EXECUTIVE COMPENSATION

The following table and the accompanying notes provide summary information for each of the last ~~three~~two fiscal years concerning cash and non-cash compensation paid or accrued.

General

WeDuring ~~currently~~the ~~have~~years ended December 31, 2015 and 2016, we had two executive officers, our Chief Executive Officer, Mr. Ronald Heineman, who is also our Principal Executive Officer and Mr. Henry Fong, ~~who~~was is our Chief Financial Officer and also our principal financial officer, until he passed away on December 23, 2016.

Compensation discussion and analysis

18Our executive compensation is determined by our Board of Directors, and no compensation is currently accruing by our executive officers.

Summary Compensation Table

SUMMARY COMPENSATION TABLE (1)

Name and principal position(a)	Year(b)	Salary ($)(c)		Bonus ($)(d)	Stock Awards ($)(e)		NonqualifiedDeferred Compensation Earnings ($)(h)	All Other Compensation ($)(i)		Total ($)(j)
Name and principal position (a)	Year (b)	Salary ($) (c)			Bonus ($) (d)			Stock Awards ($) (e)			Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
RonaldHeineman	2015	0		0	0		0	0		0
Ronald Heineman	2016		0			0			0			0		0		0
CEO	~~2014~~2015	0	0	0	0	0	0	0	0	0		0		0		0
Henry Fong	~~2015~~2016	0	0	0	0	0	0	0	0	0		0		0		0
CFO	~~2014~~2015	0	0	0	0	0	0	~~10,000~~	0	~~10,000~~		0		0		0

(1) Unless stated otherwise, the business address for each person named is c/o Greenfield Farms Food, Inc. In 2014, other compensation to Mr. Fong represented management compensation incurred in the first quarter of 2014._________

(1)	Unless stated otherwise, the business address for each person named is c/o Greenfield Farms Food, Inc.

We have not entered into any other employment agreements with our employees, Officers or Directors.

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.

Compensation of directors

No compensation is paid to the Company's directors for their services as a director of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS

~~Security~~The ~~ownership~~following oftables set forth certain information regarding the beneficial ~~owners~~ownership of our voting securities (Common Stock and Series E and F Preferred Stock) as of June 30, 2018, of (i) each person known to us to beneficially own more than 5% of our stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of June 30, 2018, there were a total of 3,403,855,330 shares of Common Stock issued and outstanding, 1,000 shares of Series E Preferred Stock issued and outstanding and 1,000 shares of Series F Preferred Stock issued and outstanding.

The ~~following~~number ~~table~~of ~~contains~~shares ~~certain~~beneficially owned is determined under the rules promulgated by the SEC, and the information asis not necessarily indicative of ~~June~~beneficial 16ownership for any other purpose. Under those rules, ~~2016~~beneficial ownership includes any shares as to ~~the~~which ~~number~~a ofperson ~~shares~~or ofentity ~~Common~~has ~~Stock~~sole ~~beneficially~~or ~~owned~~shared byvoting ~~(i)~~power ~~each~~or investment power plus any shares which such person ~~known~~or byentity has the ~~Company~~right to ~~own~~acquire ~~beneficially~~within ~~more~~sixty ~~than~~(60) 5%days of June 30, 2018, through the ~~Company's~~exercise ~~Common~~or ~~Stock~~conversion of any stock option, ~~(ii)~~convertible security, warrant or other right. Unless otherwise indicated, each person ~~who~~or isentity anamed ~~Director~~in of the ~~Company,~~table has sole voting power and investment power (~~iii~~or shares such power with that person's spouse) with respect to all ~~persons~~shares asof acapital ~~group~~stock ~~who~~listed ~~are~~as ~~Directors~~owned ~~and~~by ~~Officers~~that ofperson ~~the~~or ~~Company~~entity, and asthe toaddress ~~the~~of ~~percentage~~each of the ~~outstanding~~stockholders ~~shares~~listed ~~held~~below byis: ~~them~~c/o onGreenfield ~~such~~Farms ~~dates~~Food, ~~and~~Inc. as5430 ~~adjusted~~LBJ toFreeway, ~~give~~Suite ~~effect~~1200, toDallas ~~this~~TX ~~Offering.~~ 75240

Name of Beneficial Owner	Number of SharesBeneficiallyOwned (1)				Preferred Stock (2)				Warrants		Total Shares Beneficially Owned		Percent ofClass
Title of Class	Name and Address		Number of Shares Beneficially Owned				Percent of Class (1)
Darren Dulsky (4)		82,947				0				85,446		168,393		0.02	%
Common Stock	Clifford Rhee, Chairman and interim CFO			-0-				-0-	%
Ronald Heineman (3)(4)Chief Executive Officer		82,947				1,000				85,446		168,933		0.02	%
Common Stock	Edward Carter, Director and Secretary			-0-				-0-	%
Henry Fong (2)(6)Chief Financial Officer		0				70,715						0		0	%
Common Stock	Jason Koo, CEO			-0-				-0-	%
All Executive Officers and Directors as a Group (2 persons) (2)(3)(4)(5)(6)		82,947				71,715				85,446		168,933		0.02	%
Common Stock	David Lithwick, CTO			-0-				-0-	%
Common Stock	All Directors and Officers as a Group			-0-				-0-	%
Series A Preferred Stock	Venture 10			70,715				73.2	%
Series A Preferred Stock	All Directors and Officers as a Group			-0-				-0-	%
Series E Preferred Stock	Clifford Rhee, Chairman and interim CFO			500				50	%
Series E Preferred Stock	Edward Carter, Director and Secretary			500				50	%
Series E Preferred Stock	All Directors and Officers as a Group			1,000				100	%
Series F Preferred Stock	Clifford Rhee, Chairman and interim CFO			1,000				100	%

~~_______________~~13

(1) As of June 16, 2016, 2016, 933,336,455 shares of our common stock were outstanding. Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of the record date are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Except as indicated by footnote, the persons named in the table above have the sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

(2) In March 2011, the Company authorized the issuance of up to 333 shares of $0.001 par value Series A Convertible Voting Preferred Stock (the "Series A Preferred") of which there were 96,623 shares outstanding as of December 31, 2013. Each share of Series A Preferred is convertible into .23 shares of common stock. If all shares of Series A Preferred were to be converted to shares of common stock as of June 16, 2016, a total of 22,223 shares would be issued to the holders of the Series B Preferred including 16,265 that would be beneficially owned by Mr. Fong through his wife. The Series A Preferred also carries voting rights on an "as if converted" basis.

(3) Effective September 22, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Series D Preferred Stock to Mr. Ronald Heineman, which provide him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters.

(4) Includes warrants exercisable until October 2018 at the following exercise prices: 28,482 at $4.50; 28,482 at $0.02; and 28,482 at $0.025.

(5) Includes 82,947 shares held by a trust owned by Mr. Heineman's spouse.

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.

Changes in control

Effective ~~September~~December 227, ~~2014~~2017, the Board of Directors of the Company approved the issuance of 1,000 shares of Series DF Preferred Stock (the “Series F Preferred Stock Shares”) to Mr. ~~Ronald~~Clifford ~~Heineman~~Rhee, the Chairman of the Board of Directors of the Company, or his assigns, in consideration of his role in the proprietary and intellectual aspects of the Ngen Technologies USA Corp (“Ngen”) that has been assigned to the Company. As a result of the issuance of the Series F Preferred Stock Shares to Mr. Rhee, or his assigns, and the Super Majority Voting Rights, Mr. Rhee obtained voting rights over the Company’s outstanding voting stock on December 11, 2017, which provide him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters;. ~~thereby~~As ~~giving~~a ~~him~~result, ~~effective~~Mr. Rhee will exercise majority control in determining the outcome of all corporate transactions or other matters, including the ~~Company.~~election Weof ~~are~~Directors, ~~currently~~mergers, ~~not~~consolidations, ~~aware~~the sale of ~~any~~all ~~other~~or ~~arrangements~~substantially ~~that~~all ~~could~~of ~~result~~our inassets, and also the power to prevent or cause a change in control. The interests of Mr. Rhee may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Rhee as an officer or Director of the Company due to the Super Majority Voting Rights. In the event Mr. Rhee is no longer acting as Chairman if the Board of Directors of the Corporation, the shares of Series F Preferred Stock shall automatically, without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety.

Transactions with Related Persons

Entities controlled by the members have loaned monies to COHP for working capital purposes. The loans are non-interest bearing and have no specific terms of repayment. A related party loan from KB Air is secured by all the assets of the Company.

The activity for the years ended December 31, ~~2015~~2016 and ~~2014~~2015 for all loans from officers of the Company and other related parties is as follows:

	December 31,
	2015			2014
	2016			2015
Beginning balance	$	~~321~~483,~~591~~932		$	~~100~~321,~~687~~591
Advances, net		~~193~~286,~~341~~053			~~220~~354,~~904~~045
Notes reclassified to non-related party		(31,000	)		-
Payments		(152,000	)		(160,704	)
	$	483,932		$	321,591
Notes reclassified to non-related party		-0-			(31,000	)
Interest added to notes		22,907			-0-
	$	640,892		$	483,932

Review, approval or ratification of transactions with related persons

Our entire board of directors is responsible for the review, approval or ratification of transactions with related persons. The board routinely reviews material related party transactions to ensure such transactions are reasonable, appropriate, and in the best interests of the Corporation. We have no written policies with respect to the review and approval of related party transactions and records of such reviews are contained in the minutes and/or reports of the board of directors as appropriate.

Director Independence

Our board of directors has two directors and has no standing sub-committees at this time due to the associated expenses and the small size of our board. We are not currently listed on a national securities exchange that has requirements that a majority of the board of directors be independent and have no members of our board considered "independent" under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc., which is the definition that our board has chosen to use for the purposes of the determining independence.

21In performing the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company's independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company's financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company's management and the independent auditors the results of the annual audit and the results of our quarterly financial statements.

We do not currently have a standing compensation committee or non-employee directors. When we have non-employee directors on our board, those non-employee directors consider executive officer compensation, and our entire board participates in the consideration of director compensation. Non-employee board members would oversee would compensation policies, plans and programs. Our non-employee board members would further review and approve corporate performance goals and objectives relevant to the compensation of our executive officers; review the compensation and other terms of employment of our Chief Executive Officer and our other executive officers; and administer our equity incentive and stock option plans.

Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment.

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~~KLJ ~~Ungar~~& Associates, ~~PLLC~~LLP ~~for~~(“KLJ”) ~~our audit of the annual financial statements~~ for the ~~year~~years ended December 31, ~~2013~~2016 and ~~for~~2015. ~~our~~KLJ ~~current~~resigned ~~auditor~~December ~~KLJ~~1, ~~& Associates~~2017, ~~LLP~~and the audit for the year ended December 31, ~~2014~~2016 was conducted by D Brooks and Associates, CPA’s P.A. Audit fees and other fees ~~of auditors~~ are ~~listed~~ as follows:

Year Ended December 31	~~2015 (2)~~2016		~~2014 (2)~~2015
Audit Fees (1)	$	2735,~~800~~000	$	27,800
Audit-Related Fees (3)		-		-
Audit-Related Fees (2)		-		-
Tax Fees (4)		-		-
Tax Fees (3)		-		-
All Other Fees (5)		-		-
All Other Fees (4)		-		-
Total Accounting Fees and Services	$	2735,~~800~~000	$	27,800

	(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 including review of our quarterly financial statements.
	(2)	The amounts shown in 2013 and 2014 relate to (i) the audit of our annual financial statements for the fiscal years ended December 31, 2013 and 2014 and (ii) reviews of our quarterly financial statements. For the year ended December 31, 2014, $2,600 of the audit fees were paid to Silberstein Ungar, PLLC for their review of the Company's first quarter financial statements prior to their resignation as the Company's auditor.
	(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.

_________

Pre-Approval Policy for Audit and Non-Audit Services

	⁽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 including review of our quarterly financial statements.
	⁽²⁾	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.
	⁽³⁾	Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
	⁽⁴⁾	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.

WeAudit doCommittee's ~~not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre~~Pre-~~approval~~Approval ofPolicies ~~all audit~~ and ~~non-audit services before we engage an accountant. All of the services rendered to us by KLJ & Associates, LLP and Silberstein Ungar, PLLC were pre-approved by our Board of Directors.~~Procedures

22The Company does not have an audit committee per se. The current board of directors functions as the audit committee.

PART IV

ITEM 15. EXHIBITS

Exhibits

ExhibitNumber		Description
Exhibit Number		Description
3.1		Articles of Incorporation (Incorporated by reference from Exhibit No. 3.1 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)
3.2		Bylaws (Incorporated by reference from Exhibit No. 3.2 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)
3.3		Certificate of Amendment to Articles of Incorporation (Incorporated by reference from Exhibit No. 3.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)
4.1		Certificate of Designation for Series A Preferred Stock (Incorporated by reference from Exhibit No. 4.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)
4.2		Certificate of Designation of Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the period ended ~~September~~June 30, 2013 filed on ~~November~~August 14, 2013)
4.3		Certificate of Designation of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on November 4, 2013)
4.4		Certificate of Designation of Series D Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on October 10, 2014)
10.1		Debt Settlement and Release Agreement with Larry C. Moore and Donna Moore dated July 18, 2012 (Incorporated by reference from Exhibit No. 10.3 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)
4.5		Certificate of Designation of Series E Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on December 1, 2017)
10.2		Asset Purchase Agreement (the "Agreement") by and among COHP, LLC, an Ohio limited liability corporation ("COHP"); and Carmela's Pizzeria CO, Inc., a Colorado corporation ("Carmela's CO"), and its parent Greenfield Farms Food, Inc., a Nevada corporation ("Greenfield") dated October 29, 2013 (Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on November 4, 2013)
4.6		Certificate of Designation of Series F Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on December 15, 2017)
14.1		Code of Ethics (~~Incorporated~~Filed ~~by reference from Exhibit No. 14.1 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009~~herewith)
31.1		Certification of Principal Executive Officer Sec. 302 (Filed herewith)
31.2		Certification of Principal Financial Officer Sec. 302 (Filed herewith)
32.1		Certification of Chief Executive Officer Sec. 906 (Filed herewith)
32.1		Certification of Chief Financial Officer Sec. 906 (Filed herewith)
101.INS		XBRL Instance Document (Filed herewith)
101.SCH		XBRL Schema Document (Filed herewith)
101.CAL		XBRL Calculation Linkbase Document (Filed herewith)
101.DEF		XBRL Definition Linkbase Document (Filed herewith)
101.LAB		XBRL Label Linkbase Document (Filed herewith)
101.PRE		XBRL Presentation Linkbase Document (Filed herewith)

2316

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREENFIELD FARMS FOOD, INC.	~~GREENFIELD FARMS FOOD, INC.~~
	(Registrant)	~~(Registrant)~~
Dated: July 21, 2016	By:	/s/ Ronald Heineman
Dated: July 30, 2018	By:	/s/ Jason Koo
		Ronald Heineman
		Jason Koo
		Chief Executive Officer and Principal Executive Officer
	By:	/s/ ~~Henry~~Clifford ~~Fong~~Rhee
		Henry Fong
		Clifford Rhee
		Chief Financial Officer andPrincipal Financial Officer
		Interim Chief Financial Officer and Principal Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: July 21, 2016	By:	/s/ Ronald Heineman
Dated: July 30, 2018	By:	/s/ Clifford Rhee
		Ronald Heineman
		Clifford Rhee
		Chairman
	By:	/s/ Edward Carter
		Edward Carter
		Director
	By:	/s/ Henry Fong
		Henry Fong
		Director

2417

GREENFIELD FARMS FOOD, INC.

Index to Consolidated Financial Statements

		Page
Report of Independent Registered Public Accounting Firms		F-1
Reports of Independent Registered Public Accounting Firms		F-1 – F-2
Consolidated Balance Sheets at December 31, 2015 and 2014		F-2
Consolidated Balance Sheets at December 31, 2016 and 2015		F-3
Consolidated Statements of Operations for the years ended December 31, 2015 and 2014		F-3
Consolidated Statements of Operations for the years ended December 31, 2016 and 2015		F-4
Consolidated Statement of Shareholders' Deficit as of December 31, 2015 and 2014		F-4
Consolidated Statement of Shareholders' Deficit as of December 31, 2016 and 2015		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015		F-6
Notes to Consolidated Financial Statements		F-67 – F-2021

2518

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Greenfield Farms Food, Inc.

We have audited the accompanying consolidated balance ~~sheets~~sheet ~~ofGreenfield~~of Greenfield Farms Food, Inc. as of December 31, 2015 and ~~2014 and~~ the related consolidated statements of operations, stockholders'’ equity (deficit), and cash flows for the ~~years~~year then ended. Greenfield Farms Food, Inc.'’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 audit 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Greenfield Farms Food, Inc. as of December 31, 2015 ~~and 2014~~, the results of their operations, and their cash flows, for the ~~years~~year ended December 31, 2015 ~~and 2014~~, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note (12) to the consolidated financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company'’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note (12). The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

Edina, MN

July 20, 2016

F-1 Table of Contents

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED BALANCE SHEETS
	December 31,2015			December 31,2014
ASSETS
Current Assets
Cash and cash equivalents	$	54,423			59,843
Credit card receivables		4,459			3,726
Inventory		25,309			29,734
Deferred charges		1,834			4,063
Total Current Assets		86,025			97,366
Property and Equipment
Equipment, computer hardware and software		178,771			152,871
Accumulated depreciation		(118,443	)		(94,819	)
Property and equipment, net		60,328			58,052
Other Assets
Security deposits		4,128			4,128
Total Assets	$	150,481		$	159,546
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts payable	$	72,869		$	93,883
Accrued wages and payroll expenses		23,444			9,695
Accrued interest		32,342			13,742
Accrued interest – related parties		-			12,153
Accrued interest – convertible notes payable		48,194			18,134
Derivative liability		572,565			266,162
Notes payable		81,300			50,200
Notes payable – related parties		483,932			321,591
Convertible notes payable, net of debt discount		319,384			221,994
Total Liabilities		1,634,030			1,007,554
Stockholders' Deficit
Preferred stock, par value $.001
50,000,000 shares authorized; 96,623 series A convertible shares issued and outstanding		97			97
44,000 series B convertible shares issued and outstanding		44			44
1,000 series D shares issue and outstanding		1			1
Common stock, par value $.001 3,950,000,000 shares authorized; 719,614,372 and 4,930,736 shares issued and outstanding, respectively		719,614			4,931
Warrants		507,280			507,280
Additional paid-in capital		382,933			1,007,930
Accumulated deficit		(3,093,518	)		(2,368,291	)
Total Stockholders' Deficit		(1,483,589	)		(848,008	)
Total Liabilities and Stockholders' Deficit	$	150,481		$	159,546

D. Brooks and Associates CPA’s, P.A.

Certified Public Accountants - Valuation Analysts - Advisors

~~The~~REPORT ~~accompanying~~OF ~~notes~~INDEPENDENT ~~are~~REGISTERED anPUBLIC ~~integral~~ACCOUNTING ~~part of these consolidated financial statements.~~FIRM

~~F-2~~To the Board of Directors and

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	Year ended
	December 31,
	2015			2014
Sales
Food and beverage	$	1,646,269		$	1,594,058
Vending receipts		15,322			9,430
Total sales		1,661,591			1,603,488
Cost of Goods Sold		1,420,002			1,345,423
Gross Profit		241,589			258,065
Operating Expenses
Telephone and utilities		90,380			96,280
Legal, accounting and professional fees		132,989			124,497
Rent		75,000			73,483
Advertising		13,697			19,386
Repairs and maintenance		26,083			30,677
Bank and credit card processing charges		28,700			31,779
Wages and taxes		97,354			104,035
Depreciation		24,267			22,014
Other		139,898			129,749
Total Operating Expenses		628,368			631,900
Loss From Operations		(386,779	)		(373,835	)
Other Expenses (Income)
Interest expense		54,260			24,689
Derivative expense		419,475			265,015
Change in derivative liability		(362,572	)		(489,590	)
Loss on conversion of debt		-			590,279
Amortization expense on discount of debt		227,285			276,889
Total Other Expenses (Income)		338,448			667,282
Loss Before Provision for Income Tax		(725,227	)		(1,041,117	)
Provision for Income Tax		-			-
Net Income (Loss)	$	(725,227	)	$	(1,041,117	)
Weighted Average Number of Shares Outstanding:
Basic and Diluted		187,544,227			2,330,889
Net Loss per Share:
Basic and Diluted	$	(0.00	)	$	(0.45	)

Stockholders of Greenfield Farms Food, Inc.

~~The~~Opinion ~~accompanying~~on ~~notes~~the ~~are~~Financial ~~an integral part of these consolidated financial statements.~~Statements

~~F-3~~We have audited the accompanying consolidated balance sheet of Greenfield Farms Food, Inc. (the Company) as of December 31, 2016, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2016, and the results of its operations and its cash flows for the year then, in conformity with accounting principles generally accepted in the United States of America.

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
	Preferred stock				Common stock						Additionalpaid-in			Accumulated			Total stockholders'
	Shares		Par value		Shares		Par value		Warrants		capital			deficit			deficit
Balance at December 31, 2013 (Restated)		140,623		141		485,776		486		507,280		145,247			(1,327,174	)		(674,020	)
Issuance of commonstock to convertible noteholders		-		-		4,444,960		4,445		-		272,405			-			276,850
Beneficial conversion feature recroded for convertible debt		-		-		-		-		-		590,279			-			590,279
Issuance of series D preferred stock		1,000		1		-		-		-		(1	)		-			-
Net loss		-		-		-		-		-		-			(1,041,117	)		(1,041,117	)
Balance at December 31, 2014 (Restated)		141,623	$	142		4,930,736	$	4,931	$	507,280	$	1,007,930		$	(2,368,291	)	$	(848,008	)
Issuance of commonstock to convertible noteholders		-		-		714,682,976		714,682		-		(624,996	)		-			89,686
Issuance of common stock to round up reverse split		-		-		660		1		-		(1	)		-			-
Net loss		-		-		-		-		-		-			(725,227	)		(725,227	)
Balance at December 31, 2015		141,623	$	142		719,614,372	$	719,614	$	507,280	$	382,933		$	(3,093,518	)	$	(1,483,549	)

Basis for Opinion

~~The~~These ~~accompanying~~financial ~~notes~~statements are anthe ~~integral~~responsibility ~~part~~ of ~~these~~the ~~consolidated~~Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~F-4~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year ended
	December 31,
	2015			2014
Cash Flows from Operating Activities
Net loss for the period	$	(725,227	)	$	(1,041,117	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		24,267			22,014
Amortization of deferred financing costs		9,941			10,549
Amortization of discount on debt		227,285			276,889
Change in derivative liability		(362,572	)		(489,590	)
Initial derivative liability expense		419,475			265,015
Loss on conversion of debt		-			590,279
Convertible notes issued for services		50,000			26,000
Changes in Assets and Liabilities:
Decrease in prepaid expense		-			3,691
Increase in inventory		4,425			(21,248	)
Increase in accounts receivable		(733	)		-
(Increase) decrease in deferred debt charges		(7,713	)		299
Decrease in credit card receivable		-			1,192
Decrease in security deposits		-			1,475
(Decrease) increase in accounts payable		10,486			(18,681	)
Increase (decrease) in accrued expenses		52,448			(8,702	)
Net Cash used in Operating Activities		(297,918	)		(381,935	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(26,543	)		(4,482	)
Net Cash Provided by (Used in) Investing Activities		(26,543	)		(4,482	)
Cash Flows from Financing Activities:
Proceeds from notes payable - related parties		354,045			520,588
Proceeds from notes payable		300			200
Proceeds from convertible notes payable		128,100			226,600
Payments of notes payable - related parties		(160,704	)		(299,685	)
Payments of notes payable		(2,700	)		-
Payments on convertible notes payable		-			(6,465	)
Net Cash Provided by Financing Activities		319,041			441,238
Net Increase in Cash and Cash Equivalents		(5,420	)		54,821
Cash and Cash Equivalents – Beginning		59,843			5,022
Cash and Cash Equivalents End of Period	$	54,423		$	59,843
Supplemental Cash Flow Information:
Cash paid for interest	$	1,851		$	1,851
Cash paid for income taxes		-		$	-
Non-Cash Investing and Financing Activities:
Interest accrued on convertible notes	$	32,258		$	16,002
Debt discount from fair value of embedded derivatives	$	249,500		$	226,600
Common stock issued for covertible notes and accrued interest	$	89,686		$	867,129
Accounts payable cancelled in exchange for convertible notes	$	31,500		$	26,000

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

The accompanying ~~notes~~consolidated ~~are~~financial anstatements ~~integral~~have ~~part~~been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company has incurred significant losses and is in need of working capital to operate its business. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these ~~consolidated~~matters is also described in Note 12 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-5~~D. Brooks and Associates CPA’s, P.A.

We have served as the Company’s auditor since 2017.

Palm Beach Gardens, Florida

July 18, 2018

D. Brooks and Associates CPA’s, P.A. 4440 PGA Boulevard Suite 104, Palm Beach Gardens, FL 33410 – (561) 429-6225

F-2

Table of Contents

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED BALANCE SHEETS

	December 31,
	2016			2015

ASSETS
Current Assets:
Cash and cash equivalents	$	25,725		$	54,423
Credit card receivables		7,966			4,459
Inventory		33,848			25,309
Deferred charges		-			1,834
Total Current Assets		67,539			86,025

Property and Equipment, net:
Equipment, computer hardware and software		187,933			178,771
Accumulated depreciation		(140,093	)		(118,443	)
Property and equipment, net		47,840			60,328

Other Assets:
Security deposits		4,128			4,128

Total Assets	$	119,507		$	150,481

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	107,162		$	72,869
Accrued wages and payroll expenses		18,281			23,444
Accrued interest		57,605			32,342
Accrued interest – convertible notes payable		71,850			48,194
Derivative liabilities		1,376,717			572,565
Notes payable		103,200			81,300
Notes payable – related parties		640,892			483,932
Convertible notes payable, net of debt discount		349,885			319,384

Total Current Liabilities		2,725,592			1,634,030

Stockholders’ Deficit:

Preferred stock, par value $.001
50,000,000 shares authorized; 100,000 shares authorized and 96,623 Series A convertible shares issued and outstanding		97			97
100,000 shares authorized and 44,000 Series B convertible shares issued and outstanding		44			44
1,000 shares authorized and 1,000 Series D shares issued and outstanding		1			1
1,000 Series E convertible shares designated and none issued and outstanding		-			-
1,000 Series F shares designated and 1,000 issued and outstanding		-			-
Common stock, par value $.001
6,450,000,000 shares authorized;
1,867,911,083 and 719,614,372 shares issued and outstanding, respectively		1,867,911			719,614
Additional paid-in capital		(103,784	)		890,213
Accumulated deficit		(4,370,355	)		(3,093,518	)

Total Stockholders' Deficit		(2,606,085	)		(1,483,549	)

Total Liabilities and Stockholders’ Deficit	$	119,507		$	150,481

The accompanying notes are an intregal part of these consolidated financial statements.

F-3

Table of Contents

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended
	December 31,
	2016			2015
Revenues:
Food and beverage	$	1,459,481		$	1,646,269
Vending receipts		5,131			15,322
Total revenues		1,464,612			1,661,591

Cost of Goods Sold		1,169,200			1,420,002

Gross Profit		295,412			241,589

Operating Expenses:
Telephone and utilities		72,891			90,380
Legal, accounting and professional fees		62,194			132,989
Rent		55,250			75,000
Advertising		19,721			13,697
Repairs and maintenance		28,982			26,083
Bank and credit card processing charges		24,306			28,700
Wages and taxes		85,675			97,354
Depreciation		21,650			24,267
Other		165,191			139,898
Total Operating Expenses		535,860			628,368

Loss From Operations		(240,448	)		(386,779	)

Other Expenses (Income):
Interest expense		88,658			54,260
Derivative expense		28,075			419,475
Change in fair value of derivative liabilities		818,207			(362,572	)
Amortization expense of debt discounts		101,449			227,285
Total Other Expenses, net		1,036,389			338,448

Loss Before Provision for Income Tax		(1,276,837	)		(725,227	)

Provision for Income Tax		-			-

Net Loss	$	(1,276,837	)	$	(725,227	)

Weighted Average Number of Shares Outstanding:
Basic and Diluted		1,071,547,425			187,544,227
Net Loss per Share:
Basic and Diluted	$	(0.00	)	$	(0.00	)

The accompanying notes are an intregal part of these consolidated financial statements.

F-4

Table of Contents

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

	Preferred stock				Common stock				Additional paid-in			Accumulated			Total stockholders'
	Shares		Par value		Shares		Par value		capital			deficit			deficit
Balance at January 1, 2015		141,623	$	142		4,930,736	$	4,931	$	1,515,210		$	(2,368,291	)	$	(848,008	)

Issuance of common stock to convertible noteholders		-		-		714,682,976		714,682		(624,996	)		-			89,686

Issuance of common stock to round up reverse split		-		-		660		1		(1	)		-			-

Net loss		-		-		-		-		-			(725,227	)		(725,227	)

Balance at December 31, 2015		141,623		142		719,614,372		719,614		890,213			(3,093,518	)		(1,483,549	)

Issuance of common stock to convertible noteholders		-		-		1,148,296,711		1,148,298		(1,097,227	)		-			51,071

Reclassification of derivative liabilities upon conversion of convertible debt		-		-		-		-		103,230			-			103,230

Net loss		-		-		-		-		-			(1,276,837	)		(1,276,837	)

Balance at December 31, 2016		141,623	$	142		1,867,911,083	$	1,867,911	$	(103,784	)	$	(4,370,355	)	$	(2,606,085	)

The accompanying notes are an intregal part of these consolidated financial statements.

F-5

Table of Contents

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended
	December 31,
	2016			2015
Cash Flows from Operating Activities
Net loss	$	(1,276,837	)	$	(725,227	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		21,650			24,267
Amortization of deferred financing costs		4,834			9,941
Amortization of discount on debt		101,449			227,285
Interest expense included in note payable, related party		22,907			-
Change in fair value of derivative liabilities		818,207			(362,572	)
Initial derivative liability expense		28,075			419,475
Convertible notes issued for services		-			50,000
Changes in Assets and Liabilities:
(Increase) decrease in inventory		(8,539	)		4,425
Increase in accounts receivable		(3,507	)		(733	)
Increase in deferred debt charges		(3,000	)		(7,713	)
Increase in accounts payable		34,293			10,486
Increase in accrued expenses		56,346			52,448
Net Cash Used in Operating Activities		(204,122	)		(297,918	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(9,162	)		(26,543	)
Net Cash Used in Investing Activities		(9,162	)		(26,543	)

Cash Flows from Financing Activities:
Proceeds from notes payable - related parties		286,053			354,045
Proceeds from notes payable		22,200			300
Proceeds from convertible notes payable		33,000			128,100
Payments of notes payable - related parties		(152,000	)		(160,704	)
Payments of notes payable		(300	)		(2,700	)
Payments on convertible notes payable		(4,367	)		-
Net Cash Provided by Financing Activities		184,586			319,041

Net Decrease in Cash and Cash Equivalents		(28,698	)		(5,420	)
Cash and Cash Equivalents – Beginning of year		54,423			59,843
Cash and Cash Equivalents – End of year	$	25,725		$	54,423

Supplemental Cash Flow Information:
Cash paid for interest	$	4,245		$	1,851
Cash paid for income taxes		-		$	-
Non-Cash Investing and Financing Activities:
Interest accrued on convertible notes	$	43,484		$	32,258
Debt discount from fair value of embedded derivatives	$	61,100		$	249,500
Shares issued for debt and interest on convertible notes	$	51,071		$	89,686
Accounts payable cancelled in exchange for convertible notes	$	730		$	31,500
Reclassification of derivatives for conversion of convertible notes	$	100,095		$	-
Reclassification of derivatives for payments of convertible notes	$	3,135		$	-

The accompanying notes are an intregal part of these consolidated financial statements.

F-6

Table of Contents

NOTE 1 – NATURE OF BUSINESS

Greenfield Farms Food, Inc. ("GRAS" or the "Company") was incorporated under the laws of the State of Nevada on June 2, 2008. In October 2013, the Company entered into an Asset Purchase Agreement (the "Agreement") with COHP, LLC ("COHP") through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela's Pizzeria ("Carmela's") through a newly formed wholly-owned subsidiary Carmela's Pizzeria CO, Inc., a Colorado corporation. COHP, LLC was formed on May 1, 2011, under the laws of the State of Ohio. Carmela's ~~Pizzeria~~ presently has ~~three~~two Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a full- service menu for Dine In, Carry out and Delivery as well as pizza buffets in select stores.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, include the accounts of the Company and Carmela's.

For SEC reporting purposes, Carmela's is treated as the continuing reporting entity that acquired GRAS. The reports filed after the transaction have been prepared as if Carmela's (accounting acquirer) were the legal successor to the Company's reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Carmela's for all periods prior to the share exchange; and consolidated with the Company from the date of the share Exchange. All share and per share amounts of Carmela's have been retroactively adjusted to reflect the legal capital structure of the Company pursuant to FASB ASC 805-40-45-1.

Effective February 20, 2015, the Company effected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. The number of shares outstanding, share issuance information and per share information for all prior periods presented have been retroactively adjusted to reflect the new capital structure.

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.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of derivative liabilities, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near-term events. Accordingly, actual results could differ significantly from estimates.

F-7

Table of Contents

Fair Value of Financial Instruments

The ~~estimated~~Company measures assets and liabilities at fair value ofbased ~~financial~~on ~~instruments~~an ~~has~~expected ~~been~~exit ~~determined~~price as defined by the ~~Company~~authoritative ~~using~~guidance ~~available~~on ~~market~~fair ~~information~~value ~~and~~measurements, ~~appropriate~~which ~~methodologies;~~represents ~~however,~~the ~~considerable~~amount ~~judgment~~that iswould ~~required~~be inreceived ~~interpreting~~on ~~information~~the ~~necessary~~sale toof ~~develop~~an ~~these~~asset ~~estimates.~~or ~~Accordingly~~paid to transfer a liability, as the ~~Company's~~case ~~estimates~~may ofbe, ~~fair~~in ~~values~~an ~~are~~orderly ~~not~~transaction ~~necessarily~~between ~~indicative~~market ofparticipants. ~~the~~As ~~amounts~~such, fair value may be based on assumptions that ~~the~~market ~~Company~~participants ~~could~~would ~~realize~~use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a ~~current~~consistent ~~market~~framework ~~exchange~~for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The ~~fair~~following ~~values~~are ofthe ~~cash~~hierarchical ~~and~~levels ~~cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because~~ of ~~the~~inputs ~~short~~to ~~maturities~~measure offair ~~these instruments.~~value:

F· Level 1 -6 Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. · Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The ~~fair~~carrying ~~values~~amounts of ~~notes~~the ~~and~~Company's ~~loans~~financial ~~payable~~assets toand ~~non-related~~liabilities, ~~parties~~such ~~approximate~~as ~~their~~cash, ~~carrying~~prepaid ~~values~~expenses, ~~because~~other ofcurrent ~~the~~assets, ~~short~~accounts ~~maturities~~payable ofand ~~these~~accrued ~~instruments.~~expenses, ~~The~~certain ~~fair~~notes ~~value~~payable ofand ~~long-term~~notes ~~debt~~payable ~~to non~~- related ~~parties~~party, ~~approximates~~approximate ~~carrying~~their fair values, ~~net~~because of ~~discounts~~the ~~applied,~~short ~~based~~maturity onof ~~market~~these ~~rates currently available to the Company~~instruments.

~~Fair~~The ~~value~~following ~~measurements~~table ~~are~~represents ~~determined~~the ~~under~~Company’s afinancial ~~three-level~~instruments ~~hierarchy for fair value measurements~~ that ~~prioritizes~~are ~~the~~measured ~~inputs~~at ~~to valuation techniques used to measure~~ fair value, ~~distinguishing between market participant assumptions developed based~~ on ~~market~~a ~~data~~recurring ~~obtained~~basis ~~from~~as ~~sources independent~~ of ~~the~~December ~~reporting~~31, ~~entity~~2016 ~~("observable inputs")~~ and ~~the~~2015, ~~reporting~~for ~~entity's~~each ~~own~~fair ~~assumptions~~value ~~about~~hierarchy ~~market participant assumptions developed based on the best information available in the circumstances ("unobservable inputs").~~level:

Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets ("market approach"). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

December 31, 2016	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	1,376,717	$	1,376,717

December 31, 2015
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	572,565	$	572,565

The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The three hierarchy levels are defined as follows:

Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The Company has determined that its derivative liabilities fall under Level 2. Derivative liabilities measured at fair value were $572,565 and $266,162 at December 31, 2015 and 2014, respectively.

Credit risk adjustments are applied to reflect the Company's own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company's own credit risk as observed in the credit default swap market.

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 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.

F-8

Table of Contents

Cash and Cash Equivalents

~~F-7~~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. The Company had no cash equivalents at either December 31, 2016 or 2015.

Property and Equipment

Property and equipment is stated at 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 records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product/service is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products/services.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and 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. AsFor ofthe years ended December 31, ~~2015~~2016 and ~~2014~~2015, the Company had not issued any stock-based payments to its employees.

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. As of December 31, 2016, and 2015, the Company’s outstanding convertible debt is convertible into approximately 9,801,804,085 and ~~2014~~9,292,666,667, shares of common stock, respectively. Additionally, as of December 31, 2016, and 2015, there were warrants outstanding to purchase 179,886 shares of common stock.

F-9

Table of Contents

Derivative Financial Instruments

The Company ~~follows~~does ~~ASC~~not ~~815-40,~~use ~~Derivatives~~derivative ~~and~~instruments ~~Hedging~~to hedge exposures to cash flow, ~~Contracts~~market, inor ~~Entity's~~foreign ~~own~~currency ~~Equity~~risks. The Company's ~~convertible~~evaluates ~~debt~~all ~~has~~of ~~conversion~~it ~~provisions~~financial ~~based~~instruments, onincluding astock ~~discount~~purchase ofwarrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the ~~market~~derivative ~~price~~instrument ofis initially recorded at its fair value and is then re-valued at each reporting date, with changes in the ~~Company's~~fair ~~common~~value ~~stock~~reported as charges or credits to income.

FFor option-8based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Dividends

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

Advertising Costs

The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $1319,~~697~~721 and $1913,~~386~~697 ~~during~~for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

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.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on our present or future consolidated financial statements.

NOTE 3 – INVENTORIES

~~Inventories~~Inventory, ~~consist~~consisting of food and beverages, ~~and~~is ~~are~~ stated at the lower of cost, or market and was $33,848 and $25,309 as of December 31, 2016 and 2015, respectively.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and consisted of the following at December 31:

	2015			2014
	2016			2015
Equipment	$	~~178~~187,~~771~~933		$	~~152~~178,~~871~~771
Less: Accumulated depreciation		(~~118~~140,~~443~~093	)		(94118,~~819~~443	)
Property and equipment, net	$	6047,~~328~~840		$	5860,~~052~~328

Depreciation expense was $2421,~~267~~650 and $2224,~~014~~267 for the ~~periods~~years ended December 31, ~~2015~~2016 and ~~2014.~~2015, respectively.

F-10

Table of Contents

NOTE 5 – NOTES PAYABLE

~~During~~In October 2013, COHP assumed a $50,000 promissory note issued by GRAS on May 26, 2011 to Cross Border Capital, LLC. (“Cross Border”). The note is secured by the ~~year~~Company's common stock, bears 8% default interest, and was due on January 26, 2012. The note is currently in default and the default interest rate is 12%. Total interest expense was $12,787 and $4,000 for the years ended December 31, 2016 and 2015, ~~$31~~respectively. On December 15,~~000~~ in2016, ~~notes~~Cross ~~that~~Border ~~had~~filed ~~been~~a ~~classified~~complaint asin ~~related~~the ~~party~~State inof ~~previous~~North ~~periods~~Carolina, ~~were~~County ~~reclassified~~of toMecklenburg, ~~notes~~for ~~payable~~non-payment asof the ~~noteholders~~note. ~~were~~On noNovember ~~longer~~17, ~~considered~~2017 ~~parties~~Cross ~~related~~Border towas granted a judgment against the Company in the amount of $115,234, inclusive of attorney fees. AsOn aMay ~~result~~11, 2018, the Company and Cross Border entered into a $3185,000 inpromissory ~~principal~~note ~~and~~(the “Promissory Note”) to resolve the matter. The terms of repayment of the Promissory Note are eight payments of $5,000 each beginning on May 14,~~587~~ in2018 ~~accrued~~and ~~interest~~on isthe ~~now~~14th ~~shown~~of inthe ~~"notes~~next ~~payable"~~seven (7) months, and ~~"accrued~~a ~~interest"~~final payment of $45,000 on ~~our~~January ~~balance~~14 ~~sheets~~2019. asThe Promissory Note contains the personal guaranty of ~~December~~the 31Company’s Secretary, ~~2015~~who is also a Director of the Company.

~~F-9~~Additional notes in the amount of $300 were issued in the year ended December 31, 2014 with $100 in payments made against those notes during the year ended December 31, 2014. The remaining balance of these notes of $200 with $11 in interest was repaid in the year ended December 31, 2015. A new note for $300 was issued during the year ended December 31, 2015 and was repaid during the year ended December 31, 2016. During the year ended December 31, 2016, the Company issued two notes in the aggregate of $22,600, and the Company recorded interest expense of $2,400 for the year ended December 31, 2016.

During the year ended December 31, 2015, $31,000 in notes that had been classified as related party in previous periods were reclassified to notes payable as the noteholders were no longer considered parties related to the Company. As a result, the $31,000 in principal and $9,400 in accrued interest is now shown in "notes payable" and "accrued interest" on our balance sheets as of December 31, 2016.

The activity for the years ended December 31, 2016 and 2015 is as follows:

	December 31,
	2016			2015
Beginning balance	$	81,300		$	50,200
Advances		22,200			300
Payments		(300	)		(200	)
Notes reclassified to non-related party		-			31,000
	$	103,200		$	81,300

NOTE 6 – NOTES PAYABLE – RELATED PARTIES

Entities controlled by the members of COHP have loaned monies to COHP for working capital purposes. The loans are non-interest bearing and have no specific terms of repayment. A related party loan from KB Air is secured by all the assets of the Company.

The activity for the years ended December 31, ~~2015~~2016 and ~~2014~~2015 is as follows:

	December 31,
	2015			2014
	2016			2015
Beginning balance	$	~~321~~483,~~591~~932		$	~~100~~321,~~687~~591
Advances, net		~~193~~286,~~341~~053			~~220~~354,~~904~~045
Notes reclassified to non-related party		(31,000	)		-
Payments		(152,000	)		(160,704	)
	$	483,932		$	321,591
Notes reclassified to non-related party		-			(31,000	)
Interest added to notes		22,907			-
	$	640,892		$	483,932

F-11

Table of Contents

NOTE 7 – CONVERTIBLE NOTES PAYABLE

OnAt ~~June~~December 1531, ~~2012~~2014, ~~the~~there ~~Company~~was ~~issued~~$17,367 aoutstanding on convertible ~~promissory~~notes ~~note~~issued to ~~Asher Enterprises in~~ the ~~principal~~Gulfstream ~~amount~~1998 ofIrrevocable ~~$83,500~~Trust ~~with~~(the ~~an interest rate of 8% per annum that is due on March 9, 2013~~“Trust”). ~~The~~These ~~note~~notes ~~was~~are convertible ~~by the holder after 180 days~~ at 3545% of the lowest trading price in the ~~sixty~~thirty trading days before the conversion. During the ~~quarter~~year ended December 31, ~~2013 Asher Enterprises issued notices of conversion to convert $20~~2015,~~600~~ ~~on the June 2012 note for 132,010 shares at~~ a ~~price~~total of $~~0.15~~2,500 ~~per~~was ~~share.~~repaid ~~The~~on ~~remaining~~these ~~balance~~notes ofand ~~the~~three ~~note~~notes attotaling ~~December 31, 2013 was~~ $613,~~350.~~100 Anwere ~~$87,148~~sold ~~loss~~by on the ~~conversion~~Trust ofto ~~the~~Codes ~~shares~~Capital ~~was~~LLC ~~recorded~~(“Codes inCapital”) ~~2013~~leaving ~~as the note was in default and~~ a ~~derivative~~remaining ~~liability~~balance ~~was~~on nothe ~~longer~~notes ~~recorded~~of $1,767 at ~~the~~December ~~time~~31, ~~of conversions~~2015. During the ~~three~~year ~~month period~~ ended ~~March~~December 31, ~~2014~~2016, ~~Asher~~the ~~Enterprises~~Company ~~issued~~repaid ~~notices of conversion to convert~~ the $61,~~350~~767. ~~remaining~~As ~~balance~~of ~~along~~December ~~with~~31, $32016,~~340~~ ~~in accrued interest on~~ the ~~this~~Trust ~~note~~notes tohad ~~92,286 shares at~~ a ~~price~~zero ~~of $0~~balance.11 ~~per~~As ~~share. The remaining balance~~ of ~~the~~December ~~note~~31, ~~after the conversions was $-0-. An $84~~2016,~~610~~ ~~loss~~and on2015 the ~~conversion~~balance of the ~~shares~~notes ~~was~~sold ~~recorded~~to asCodes ~~the~~Capital ~~note~~ was ~~in default and a derivative liability was no longer recorded at the time of conversions~~$13,100.

On ~~August~~October 1229, ~~2012~~2013, the Company issued a convertible promissory note to ~~Asher~~Cresthill ~~Enterprises~~Associates (“Cresthill”) in the principal amount of $2025,000 with an interest rate of 8% per annum due on ~~August~~October 329, ~~2013~~2014, in payment of a $25,000 fee for work performed to complete the acquisition of the assets of Carmela's Pizzeria. ~~The~~This note ~~was~~is convertible by the holder ~~after~~at ~~180~~any ~~days~~time at 3545% of the lowest trading price in the ~~thirty~~ninety trading days before the conversion. ~~During~~beginning six months from the ~~three~~issue ~~month~~date. ~~period~~In the quarter ended ~~March~~December 31, 2014, ~~Asher~~$12,500 ~~Enterprises~~of ~~issued~~this ~~notices~~note ofwas ~~conversion~~sold to ~~convert~~Beaufort Capital Partners, LLC (“Beaufort Capital”) the entire ~~$20~~balance of which remained unpaid at both December 31,~~000~~ ~~balance~~2016 ~~along~~and ~~with~~2015. $1In the quarter ended June 30,~~600~~ in2015, ~~accrued~~Cresthill ~~interest~~sold on$6,250 ~~this~~of their note to ~~188~~MM Visionary Consultants LLC (“MM”),~~714~~ ~~shares~~which atconverted that entire balance to common stock in the quarter ended September 30, 2015 leaving a ~~price~~balance due to MM of $0~~.10~~ ~~per~~as ~~share~~of that date. ~~The~~During the quarter ended September 30, 2015, the remaining ~~balance~~$6,250 of the Cresthill note ~~after~~was ~~the~~sold ~~conversions~~to ~~was~~Microcap Equity Group, LLC (“Microcap Equity”) leaving a remaining balance of $-0-. Aas ~~$123~~of December 31,~~850~~ ~~loss~~2015 onto Cresthill Associates. During the ~~conversion~~year ended December 31, 2015, Microcap Equity converted $833 of ~~the~~principal into 8,330,000 shares ~~was~~of ~~recorded~~common stock, leaving a balance due Microcap Equity of $5,417 as of December 31, 2015. During the ~~note~~year ~~was~~ended inDecember ~~default~~31, 2016, Microcap Equity converted $5,417 of principal and a$558 ~~derivative~~of ~~liability~~accrued ~~was~~interest nointo ~~longer~~119,596,928 ~~recorded~~shares of common stock at ~~the~~a ~~time~~conversion price of ~~conversions~~$0.00005. As of December 31, 2016, and 2015, the remaining balance to Microcap Equity was $0 and $5,417, respectively.

~~F-10~~In November 2013, the Company issued a convertible promissory note to Asher Enterprises, Inc. (“Asher”) in the principal amount of $32,500 with an interest rate of 8% per annum due on August 27, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. In 2014, $13,500 was converted and $9,000 of the note was sold to CareBourn Capital LP (“Carebourn”). As of December 31, 2016, and 2015, the remaining balance of the note was $9,000 payable to CareBourn.

On ~~April~~December 159, 2013, the Company issued a convertible promissory note to ~~Asher~~Carebourn ~~Enterprises~~ in the principal amount of $155,~~500~~000 with an interest rate of 8% per annum due on ~~November~~June 159, ~~2013~~2014. ~~The~~This note is convertible by the holder ~~after~~at ~~180~~any ~~days~~time at 4050% of the average of the three lowest trading ~~price~~prices in the ~~thirty~~ten trading days before the conversion. During the ~~three~~quarter ~~month period~~ ended ~~March~~December 31, 2014, ~~Asher~~CareBourn ~~Enterprises~~sold ~~issued~~this ~~notices~~note ofto ~~conversion~~Booski toConsulting ~~convert~~LLC, ~~the~~a ~~entire~~Minnesota ~~$15~~limited liability company (“Booski MN”),~~500~~ ~~balance~~which ~~along~~during ~~with~~the year ended December 31, 2014, converted $~~620~~2,600 in ~~accrued~~principal ~~interest~~ on ~~this~~the note. toOn ~~134~~April 5,~~333~~ ~~shares~~2015 atBooski MN sold the note to Booski Consulting LLC, a ~~price~~Florida oflimited ~~$0.12~~liability ~~per~~company ~~share~~(“Booski FL”). ~~The~~During ~~remaining~~the ~~balance~~year ofended ~~the~~December ~~note~~31, ~~after~~2016, the ~~conversions~~Company ~~was~~added $~~-0-.~~386 Aof ~~$51,905~~accrued ~~loss~~interest onto the ~~conversion~~note balance and Booski FL converted $1,763 of ~~the~~principal into 35,260,938 shares ~~was~~of ~~recorded~~common asstock. ~~the~~As ~~note~~of ~~was~~December in31, ~~default~~2016, and a2015, ~~derivative~~the ~~liability~~remaining ~~was~~balance noof ~~longer~~the ~~recorded~~note atwas ~~the~~$1,073 ~~time~~and of$2,400, ~~conversions~~respectively.

OnIn ~~May~~January 142014, ~~2013~~ the Company issued a ~~convertible~~total ~~promissory~~of ~~note~~$10,000 ~~to Asher Enterprises~~ in ~~the~~convertible ~~principal~~promissory ~~amount~~notes ofto ~~$32,500~~Carebourn with an interest rate of 8% per annum due onin ~~February~~July ~~13,~~ 2014. ~~The~~These ~~note~~notes ~~was~~are convertible by the holder ~~after~~at ~~180~~any ~~days~~time at 45% of the average of the three lowest trading ~~price~~prices in the ~~thirty~~ten trading days before the conversion. During the ~~three~~year ~~month period~~ ended ~~March~~December 31, 2014 ~~Asher Enterprises issued notices of conversion to convert the entire $32~~,~~500~~ ~~balance along with $1,300 in accrued interest on this note to 250,370 shares at a price of $0.14 per share. The remaining balance of~~ the ~~note~~holder ~~after~~converted ~~the conversions was~~ $~~-0-. A $111~~5,~~209~~000 ~~decrease~~ in ~~derivative liability was recorded as a result of these conversions~~principal.

OnDuring ~~June 24, 2013~~ the ~~Company~~year ~~issued~~ended aDecember ~~convertible~~31, ~~promissory~~2015, ~~note~~Carebourn tosold ~~Asher Enterprises in~~ the ~~principal~~remaining ~~amount of~~ $75,~~500~~000 ~~with an interest rate~~ of 8%the ~~per~~note ~~annum~~to ~~due~~Booski ~~on March 19, 2014~~MN. ~~The~~On ~~note~~April is5, ~~convertible~~2015 byBooski ~~the~~MN ~~holder~~sold ~~after 180 days at 45% of~~ the ~~lowest~~note ~~trading~~to ~~price~~Booski ~~in the thirty trading days before the conversion~~FL. During the ~~three~~year ~~month period~~ ended ~~March~~December 31, ~~2014~~2016, ~~Asher Enterprises issued a notice of conversion to convert~~ the ~~entire~~Company ~~$7,500~~added ~~balance along with~~ $~~300~~344 inof accrued interest onto ~~this~~the note. toAs ~~57,778~~of ~~shares~~December at31, a2016, ~~price~~and of2015, ~~$0.14~~the ~~per share. The~~ remaining balance of the note ~~after the conversions~~ was $~~-0-.~~5,344 Aand $275,~~314~~000, ~~decrease in derivative liability was recorded as a result of these conversions~~respectively.

On ~~September~~February 1918, ~~2013~~2014, the Company issued $62,500 in a convertible promissory note to ~~Asher~~Carebourn ~~Enterprises in the principal amount of $32,500~~ with an interest rate of 8% per annum due onin ~~June~~August ~~12,~~ 2014. ~~The~~This note is convertible by the holder ~~after~~at ~~180~~any ~~days~~time at 4550% of the average of the three lowest trading ~~price~~prices in the ~~thirty~~ten trading days before the conversion. During the ~~three~~year ~~month period~~ ended ~~March~~December 31, 2014, ~~Asher~~the ~~Enterprises~~holder ~~issued~~converted ~~a notice of conversion to convert~~ $164,~~600~~590 in principal on ~~this~~these ~~note~~notes toleaving ~~122,963 shares at~~ a ~~price~~balance due of $~~0.14~~57,910 ~~per~~at ~~share~~December 31, 2014. ~~The~~During ~~remaining~~the ~~balance~~year ofended ~~the~~December ~~note~~31, ~~after~~2015, ~~those~~a ~~conversions~~total ~~was~~of $1555,~~900.~~306 Inin ~~April~~principal ~~2014,~~on ~~the~~these ~~remaining~~notes ~~balance~~was converted into 513,179,160 shares of ~~this~~common ~~note~~stock ~~was~~at ~~acquired~~a byprice ~~CareBourn~~equaling ~~Capital,~~$.0001 ~~which~~per ~~converted~~share. During the ~~entire~~year ~~remaining~~ended ~~balance~~December of31, 2016, $152,~~900~~604 ~~plus~~of principal and $16,~~378~~937 inof accrued interest were converted into ~~127~~238,~~984~~396,612 shares of common stock at a conversion price of $0.1400004. ~~per~~As ~~share.~~of ~~The~~December 31, 2016, and 2015 the remaining balance of ~~this~~the note ~~after these conversions~~ was $-0-. Aand $522,~~025~~604, ~~decrease in derivative liability was recorded as a result of these conversions~~respectively.

On August 21, 2012, the Company issued a convertible promissory note in the amount of $1,500 to the Gulfstream 1998 Irrevocable Trust. The note was unsecured, due on demand and carried interest at 8% per annum. The note was convertible into shares of common stock at the market price. During the year ended December 31, 2013 an additional $25,900 was loaned and $5,664 was repaid on these notes. In addition, $4,000 of these notes were converted to 4,000 shares of our Series B preferred stock At October 1, 2013 the remaining notes with a balance of $F-12~~,736~~ ~~that~~Table ~~was convertible at market price were amended making them convertible at 45%~~ of the lowest trading price in the thirty trading days before the conversion creating a derivative liability. During that same period, 6,604 in principal on these notes were converted to 44,470 shares of common stock at a price of $0.15. A $14,013 decrease in the derivative liability on these notes was recorded for the converted shares. Contents

AtOn ~~December~~March 313, ~~2013~~2014, ~~there~~the ~~was~~Company ~~$11,133~~issued ~~outstanding~~a on convertible ~~notes~~promissory ~~issued~~note to ~~the~~LG ~~Gulfstream~~Capital ~~1998~~Funding ~~Irrevocable~~LLC ~~Trust.~~(“LG ~~These~~Capital”) ~~notes are convertible at 45% of the lowest trading price~~ in the ~~thirty~~principal ~~trading~~amount ~~days~~of ~~before~~$35,000 ~~the~~with ~~conversion.~~an ~~During~~interest ~~the~~rate ~~year~~of ~~ended~~8% ~~December~~per ~~31,~~annum ~~2014~~due anon ~~additional~~February ~~$18~~25,~~100~~ ~~was~~2015. ~~loaned~~The ~~under~~note ~~the~~is ~~same conversion terms but are not~~ convertible ~~until~~by ~~six~~the ~~months~~holder ~~following~~at ~~their~~50% ~~issuance~~of ~~date.~~the ~~Also~~lowest ~~during~~closing ~~that~~bid ~~period~~price ain ~~total~~the often ~~$9,166~~trading ~~was~~days ~~repaid~~before onthe ~~these notes~~conversion. During the ~~three~~year ~~month period~~ ended ~~March~~December 31, 2014, the ~~Trust~~holder ~~issued~~converted ~~a notice of conversion to convert~~ $216,~~700~~200 in principal onleaving ~~these notes to 20,000 shares at~~ a ~~price~~balance due of $~~0.14 per share. A $14~~18,~~013~~800 ~~decrease in derivative liability was recorded~~ as ~~a result~~ of ~~the conversion. The remaining balance of these notes was $17,367 at~~ December 31, 2014 ~~following these transactions~~. During the year ended December 31, 2015, athe ~~total~~entire of$18,800 in remaining principal and $2,~~500~~192 ~~was~~in ~~repaid~~accrued interest on these notes ~~and~~was ~~three~~converted ~~notes~~into ~~totaling $13~~126,~~100~~923,611 ~~were~~shares ~~sold~~of bycommon ~~the~~stock ~~Trust~~at toa ~~Codes~~price ~~Capital~~equaling ~~leaving~~$.0002 aper share. The remaining balance due on the ~~notes~~note as of ~~$1,767 at~~ December 31, 2016 and 2015., was $0.

~~F-11~~On April 7, 2014, the Company issued a convertible promissory note to Adar Bays LLC (“Adar Bays”) in the principal amount of $37,000 with an interest rate of 8% per annum due on April 1, 2015. The note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $12,004 in principal on these notes leaving a balance due of $24,996 as of December 31, 2014. During the year ended December 31, 2015, a total of $4,543 in principal on these notes was converted into 7,772,000 shares of common stock at a price equaling $.0006 per share. During the year ended December 31, 2016, $4,611 of principal was converted into 92,228,000 shares of common stock at a conversion price of $0.00005. As of December 31, 2016, and 2015, the remaining principal balance of the note was $15,842 and $20,453, respectively.

AtOn ~~October~~April 117, ~~2013~~2014, the Company ~~had~~issued ana ~~outstanding~~ convertible promissory note to ~~CareBourn~~Beaufort Capital in the principal amount of $625,000 with an interest rate of 810% per annum due on ~~December~~October 1917, ~~2013~~2014. The note ~~was~~is convertible by the holder at ~~any time at 35~~60% of the ~~average of the three~~ lowest ~~trading~~closing ~~prices~~bid price in the ~~ten~~twenty trading days before the conversion. During the ~~quarter~~year ended December 31, ~~2013~~2014, ~~CareBourn Capital converted~~ $310,~~990~~345 ~~on this note for 26,590 shares at a price~~ of ~~$0.15~~these ~~per~~notes ~~share.~~were ~~A $45,495 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions~~converted. ~~The~~As ~~remaining balance~~ of ~~the note after the conversions was $2,010 at~~ December 31, ~~2013.~~2016, ~~During~~and ~~the quarter ended March 31~~2015, ~~2014, CareBourn Capital converted~~ the ~~$2,010 balance on this note plus $416 in accrued interest to 26,172 shares at a price of $0.15 per share. The~~ remaining balance of the note ~~after the conversions~~ was $~~-0-. A $22~~14,~~915 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions~~655.

On ~~October~~July 115, ~~2013~~2014, the Company issued a convertible promissory note to ~~Cresthill~~Gregory ~~Associates~~Galanis in the principal amount of $913,~~300~~500 with an interest rate of 8% per annum due on ~~June~~April 115, ~~2014~~2015, ~~upon~~in ~~the~~exchange ~~conversion~~for of $913,~~300~~500 in ~~accounts~~debt ~~payable~~owed Mr. Galanis for services rendered to ~~Cresthill~~the Company. ~~This~~The note ~~was~~is convertible by the holder at ~~any time at~~ 45% of the lowest ~~trading~~closing bid price in the ninety trading days before the conversion ~~beginning six months from the issuance date~~. ~~During~~As ~~the~~of ~~quarter~~December ~~ended March~~ 31, ~~2014~~2016, ~~this~~and ~~note was assigned to CareBourn Capital~~2015, ~~which converted~~ the ~~entire note balance of $9,300 along with $145 in accrued interest into 89,949 shares of common stock at $0.15 per share. The~~ remaining balance of ~~this~~the note was $~~-0- after this conversion and a loss on the conversion of $39~~13,~~683 was recorded for the difference in the market value and the conversion price on the date of conversion~~500.

On ~~October~~September 291, ~~2013~~2014, the Company issued a convertible promissory note to Cresthill ~~Associates~~ in the principal amount of $2512,~~000~~500 with an interest rate of 8% per annum due on ~~October~~July 291, ~~2014~~2015, in ~~payment~~exchange offor a $2512,~~000~~500 ~~fee~~in ~~for~~debt ~~work~~owed ~~performed~~Cresthill tofor ~~complete~~services ~~the~~rendered ~~acquisition~~to of the ~~assets of Carmela's Pizzeria~~Company. ~~This~~The note is convertible by the holder at ~~any time at~~ 45% of the lowest ~~trading~~closing bid price in the ~~ninety~~thirty trading days before the conversion ~~beginning six months from the issue date~~. In the quarter ended ~~December~~September 3130, ~~2014~~2015, ~~$12,500~~the entire balance of this note was sold to ~~Beaufort~~Codes Capital. During the ~~entire~~year ~~balance~~ended ~~of which remained unpaid at both~~ December 31, ~~2014 and~~ 2015., InCodes ~~the~~Capital, ~~quarter~~converted ~~ended~~a ~~June~~total ~~30,~~of ~~2015,~~ $61,~~250~~763 ofin ~~this~~principal ~~note~~on ~~was~~these ~~sold~~notes to ~~MM Visionary Consultants~~3,561,539 ~~which~~shares ~~converted~~of ~~that entire balance to~~ common stock inat ~~the quarter ended September 30, 2015 leaving~~ a ~~balance~~price ~~due~~equaling ~~to MM Visionary Consultants of~~ $~~0 as of that date~~.0005 Aper ~~$31,388 decrease in derivative liability was recorded as a result of these conversions~~share. During the ~~quarter~~year ended ~~September~~December 3031, ~~2015~~2016, ~~the remaining~~ $61,~~250~~088 of ~~this~~principal ~~note~~ was ~~sold~~converted tointo ~~Microcap~~24,666,667 ~~Equity~~shares ~~leaving~~of common stock at a ~~remaining~~conversion ~~balance~~price of $0.00004. asAs of ~~September 30, 2015 payable to Cresthill Associates. During the year ended~~ December 31, ~~2015~~2016, ~~Microcap~~and ~~equity~~2015, ~~converted~~the ~~$833~~remaining ~~of this amount leaving a~~ balance ~~due~~of atthe ~~that~~note ~~date~~was of $59,~~417~~650 and a $410,~~183~~737, ~~decrease in derivative liability was recorded from this conversion~~respectively.

InOn ~~November~~October ~~2013~~9, 2014, the Company issued a convertible promissory note to ~~Asher~~LG ~~Enterprises~~Capital in the principal amount of $2226,500 with an interest rate of 8% per annum due on ~~August~~October 279, ~~2014~~2015. The note is convertible by the holder ~~after 180 days~~ at 4550% of the lowest ~~trading~~closing bid price in the ~~thirty~~ten trading days before the conversion. InDuring ~~April 2014, this note was sold and assigned to two entities unaffiliated with Asher or~~ the ~~Company~~year ~~including~~ended ~~$9,000~~December ~~sold to CareBourn Capital and $13~~31,~~500~~ ~~sold to Incipix Partners. During the three month period ended September~~2016, ~~2014 Incipix Partners issued a notice of conversion to convert~~ $136,~~500~~925 inof principal and $~~657~~2,369 inof accrued interest onwere ~~this~~converted ~~note~~into ~~to 209~~185,~~732~~871,800 shares of common stock at a conversion price of $0.0700005. ~~per~~As ~~share.~~of ADecember ~~$20~~31,~~251~~ ~~decrease~~2016, inand ~~derivative~~2015, ~~liability~~the ~~was recorded as a result of this conversion. The~~ remaining balance of the note ~~after those conversions~~ was $919,~~000~~575 ~~payable~~and ~~to CareBourn Capital at both December 31~~$26,500, ~~2015 and 2014~~respectively.

On ~~December~~October 9, ~~2013~~2014, the Company issued a back-end convertible promissory note to ~~CareBourn~~LG Capital in the principal amount of $526,~~000~~500 with an interest rate of 8% per annum due on ~~June~~October 9, ~~2014~~2015. ~~This~~The note was funded on April 14, 2015. The note is convertible by the holder at ~~any time at~~ 50% of the ~~average of the three~~ lowest ~~trading~~closing ~~prices~~bid price in the ten trading days before the conversion. During the ~~quarter~~year ended December 31, ~~2014~~2016, ~~CareBourn sold this note to Booski Consulting~~$3,300 anof ~~unaffiliated~~principal ~~third~~and ~~party, which converted~~ $~~2,600~~218 inof ~~principal~~accrued oninterest ~~the~~were ~~note~~converted tointo ~~173~~70,~~333~~364,600 shares of common stock at ~~$0.015~~a ~~per~~conversion ~~share.~~price Aof $~~5,013~~0.00005. ~~decrease~~As inof ~~derivative~~December ~~liability~~31, ~~was~~2016, ~~recorded~~and as2015, athe ~~result of this conversion. The~~ remaining balance of the note ~~after those conversions~~ was $223,~~400~~200 atand ~~both December 31~~$26,500, ~~2015 and 2014~~respectively.

F-1213 Table of Contents

InOn ~~January~~November 3, 2014, the Company issued a ~~total of $10,000 in~~ convertible promissory ~~notes~~note to ~~CareBourn~~Beaufort Capital ~~with~~in anthe ~~interest~~principal ~~rate~~amount of 8%$12,500 ~~per annum~~ due inon ~~July~~May ~~2014.~~3, ~~These~~2015, ~~notes~~with ~~are~~an ~~convertible~~interest byrate ~~the~~of ~~holder~~5% atper ~~any~~annum, ~~time~~which ataccrues ~~45%~~only ofin the ~~average~~event of ~~the~~a ~~three~~default ~~lowest~~and ~~trading~~only ~~prices~~from insuch ~~the~~default ~~ten~~date ~~trading~~until ~~days~~the ~~before~~note ~~the~~is ~~conversion.~~paid ~~During~~in ~~the~~full. ~~year~~The ~~ended~~note ~~December~~is ~~31,~~convertible ~~2014~~by the holder ~~converted~~at ~~$5,000~~55% inof ~~principal~~the ~~and~~lowest ~~$237~~closing inbid ~~interest~~price onin ~~these~~the ~~notes~~ninety totrading ~~158,768~~days ~~shares~~before atthe aconversion. ~~price~~As of ~~$0.03~~December ~~per~~31, ~~share.~~2016, Anand ~~$11~~2015,~~072~~ ~~decrease~~the ~~in derivative liability was recorded as a result of these conversions. The~~ remaining balance of the note ~~after~~is ~~conversions was~~ $512,~~000 at both December 31, 2015 and 2014~~500.

On February 189, ~~2014~~2015, the Company issued ~~$62,500 in~~ a convertible promissory note to CareBourn ~~Capital~~in the principal amount of $73,000 due on December 27, 2015, with an interest rate of 812% per annum ~~due in August 2014~~. ~~This~~The ~~note~~embedded isconversion ~~convertible~~feature byincluded in the ~~holder~~note atresulted ~~any~~in ~~time~~an atinitial ~~50%~~debt ofdiscount ~~the average~~ of ~~the~~$73,000, ~~three~~an ~~lowest~~initial ~~trading~~derivative ~~prices~~expense inof ~~the~~$2,285 ~~ten~~and ~~trading~~an ~~days~~initial ~~before~~derivative ~~the~~liability ~~conversion~~of $75,285. ~~During~~For the year ended December 31, ~~2014~~2015 ~~the~~amortization ~~holder~~of ~~converted~~the ~~$4,590~~debt indiscount ~~principal on these notes leaving a balance due~~ of $5773,~~910~~000, atwas ~~December~~charged ~~31,~~to ~~2014~~interest expense. AnThe ~~$8,900~~note ~~decrease~~is inconvertible ~~derivative~~by ~~liability~~the ~~was~~holder ~~recorded~~at as40% ~~a result~~ of ~~these~~the ~~conversions.~~three ~~The~~lowest ~~remaining~~closing ~~balance~~bid ofprices in the ~~note~~ten ~~after~~trading ~~conversions~~days ~~was~~before ~~$57,910~~the ~~at December 31, 2014~~conversion. During the year ended December 31, ~~2015~~2016, ~~a total of~~ $553,~~306~~004 inof principal ~~on these notes~~ was converted tointo ~~513~~75,~~179~~094,~~160~~038 shares of common stock at a conversion price ~~equaling~~of $0.~~0001~~00004. ~~per~~As ~~share.~~of ADecember ~~$186~~31,~~096~~ ~~decrease~~2016, inand ~~derivative~~2015, ~~liability~~the ~~was~~remaining ~~recorded~~balance ~~as a result~~ of ~~these~~the ~~conversions. The principal balance due on this~~ note was $269,~~604~~996 asand ~~of December 31~~$73,000, ~~2015~~respectively.

On ~~March~~April 31, ~~2014~~2015, the Company issued a convertible promissory note to LGSoFran, ~~Funding~~LLC in the principal amount of $3550,000 due on January 1, 2015, with an interest rate of 812% per annum. ~~due~~This onnote ~~February~~was ~~25,~~issued ~~2015.~~as ~~The~~part ~~note~~of isa ~~convertible~~consulting bycontract ~~the~~entered ~~holder~~into ~~after~~with ~~180~~SoFran ~~days~~for atservices ~~50%~~to ofbe rendered in connection with the ~~lowest~~Company's ~~closing~~plans ~~bid~~to ~~price~~set inup ~~the~~a ~~ten~~national ~~trading~~franchising ~~days~~program. ~~before~~The ~~the~~embedded conversion. ~~During~~feature included in the ~~year~~note ~~ended~~resulted ~~December~~in ~~31,~~an ~~2014~~initial ~~the~~debt ~~holder~~discount ~~converted~~of $1650,~~200~~000, inan ~~principal~~initial ~~leaving~~derivative aexpense ~~balance due~~ of $18171,~~800~~223 asand ofan ~~December~~initial ~~31,~~derivative ~~2014~~liability of $221,223. ~~During~~For the year ended December 31, ~~2015~~2016, ~~the~~and ~~entire~~2015 ~~$18,800~~amortization inof ~~remaining~~the ~~principal~~debt ~~and~~discount of $225,~~192~~000 inand ~~accrued~~$25,000, ~~interest~~respectively, onwas ~~these~~charged ~~notes~~to ~~was~~interest ~~converted~~expense. toThe ~~126,923,611~~note ~~shares~~is ofconvertible ~~common~~by ~~stock~~the holder at a40% ~~price~~of ~~equaling~~the ~~$.0002~~three ~~per~~lowest ~~share.~~closing Abid ~~$62,323~~prices ~~decrease~~ in ~~derivative~~the ~~liability~~ten ~~was~~trading ~~recorded~~days asbefore athe ~~result~~conversion. As of ~~these~~December ~~conversions.~~31, ~~The~~2016, ~~principal~~and ~~balance~~2015, ~~due~~the onremaining ~~this~~balance of the note was $~~0 at December 31~~50, ~~2015~~000.

On ~~April~~May 75, ~~2014~~2015, the Company issued a convertible promissory note to ~~Adar~~Cresthill ~~Bays~~ in the principal amount of $3716,~~000~~500 due on November 5, 2015, with an interest rate of 8% per annum ~~due on April 1~~, ~~2015.~~in ~~The~~exchange ~~note~~for isamounts ~~convertible~~payable byto ~~the~~Cresthill ~~holder~~for ~~after~~services ~~180~~rendered, ~~days~~The atembedded ~~50%~~conversion offeature ~~the~~included ~~lowest closing bid price~~ in the ~~ten~~note ~~trading~~resulted ~~days~~in ~~before~~an ~~the~~initial ~~conversion.~~debt ~~During~~discount ~~the~~of ~~year ended December 31~~$16,500, ~~2014~~an ~~the~~initial ~~holder~~derivative ~~converted~~expense of $12,~~004~~104 inand ~~principal~~an oninitial ~~these~~derivative ~~notes~~liability ~~leaving a balance due~~ of $2428,~~996 as of December 31, 2014~~604. ~~During~~For the year ended December 31, ~~2015~~2016, aand ~~total~~2015 amortization of ~~$4,543~~the indebt ~~principal~~discount onof ~~these~~$1,833 ~~notes~~and $14,667, respectively, was ~~converted~~charged to ~~7,772,000~~interest ~~shares~~expense. ofThe ~~common~~note ~~stock~~is atconvertible aby ~~price~~the ~~equaling~~holder ~~$.0006~~at ~~per~~45% ~~share.~~of Athe ~~$39,645~~lowest ~~decrease~~last sales price in ~~derivative~~the ~~liability~~thirty ~~was~~trading ~~recorded~~days asbefore athe ~~result~~conversion. As of ~~these~~December ~~conversions.~~31, ~~The~~2016, ~~principal~~and ~~balance~~2015, ~~due~~the onremaining ~~this~~balance of the note was $2016,~~453 at December 31, 2015~~500.

On ~~April~~May 1727, ~~2014~~2015, the Company issued a convertible promissory note to ~~Beaufort~~CareBourn ~~Capital~~ in the principal amount of $2510,~~000~~500 due on February 27, 2016, with an interest rate of 1012% per annum. ~~due~~Debt onissuance ~~October~~costs 17of $3,000 ~~2014~~were recorded for net proceeds to the Company of $7,500. The embedded conversion feature included in the note isresulted ~~convertible~~in byan initial debt discount of $10,500, an initial derivative expense of $9,507 and an initial derivative liability of $20,007. For the ~~holder~~year ~~after~~ended ~~180~~December ~~days~~31, 2016, and 2015 amortization of the debt discount of $2,333 and $8,167, respectively, was charged to interest expense. The note was convertible by the holder at 6040% of the three lowest closing bid ~~price~~prices in the ~~twenty~~ninety trading days before the conversion. During the year ended December 31, ~~2014~~2016, $10,~~345~~500 of ~~these~~principal ~~notes~~and ~~were~~$1,776 of accrued interest was converted ~~leaving~~into 306,907,128 shares of common stock at a ~~balance~~conversion ~~due~~price of $~~14,655~~0.00004. asAs of December 31, ~~2014~~2016, and ~~December 31~~2015, ~~2015~~the remaining balance of the note was $0 and $10,500, respectively.

On ~~July~~August 155, ~~2014~~2015, the Company issued a convertible promissory note to ~~Gregory~~Cresthill ~~Galanis~~ in the principal amount of $137,500 due on February 5, 2016, with an interest rate of 8% per annum ~~due~~in onexchange ~~April~~for ~~15,~~amounts ~~2015,~~payable into ~~exchange~~Cresthill for ~~$13,500~~services rendered. The embedded conversion feature included in the note resulted in an initial debt ~~owed~~discount Mrof $7.500, ~~Galanis~~an ~~for~~initial ~~services~~derivative ~~rendered~~expense toof $2,977 and an initial derivative liability of $10,477. For the ~~Company~~year ended December 31, 2016, amortization of the debt discount of $7,500 was charged to interest expense. The note is convertible by the holder ~~after 180 days~~ at 45% of the lowest ~~closing~~last ~~bid~~sales price in the ~~ninety~~thirty trading days before the conversion. ~~The~~As ~~entire balance~~ of ~~this~~December ~~note~~31, ~~remained~~2016, ~~outstanding~~and at2015, ~~December~~the ~~31,~~remaining ~~2014~~balance ~~and~~of ~~December~~the ~~31,~~note ~~2015,~~was ~~respectively~~$7,500.

OnF-14 ~~September~~Table ~~1, 2014, the Company issued a convertible promissory note to Cresthill Associates in the principal amount~~ of $12,500 with an interest rate of 8% per annum due on July 1, 2015, in exchange for $12,500 in debt owed Cresthill for services rendered to the Company. The note is convertible by the holder after 180 days at 45% of the lowest closing bid price in the thirty trading days before the conversion and the entire amount was outstanding at December 31, 2014. In the quarter ended September 30, 2015, the entire balance of this note was sold to Codes Capital, which converted a total of $1,763 in principal on these notes to 3,561,539 shares of common stock at a price equaling $.0005 per share. A $8,854 decrease in derivative liability was recorded as a result of these conversions. The principal balance due on this note was $10,737 at December 31, 2015.Contents

~~F-13~~On July 20, 2015, the Company issued a convertible promissory note to CareBourn in the principal amount of $15,500 due on April 20, 2016, with an interest rate of 12% per annum. Debt issuance costs of $3,000 were recorded for net proceeds to the Company of $12,500. The embedded conversion feature included in the note resulted in an initial debt discount of $15,500, an initial derivative expense of $15,543 and an initial derivative liability of $31,043. For the year ended December 31, 2016, and 2015 amortization of the debt discount of $6,667 and $8,333, respectively, was charged to interest expense. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ninety trading days before the conversion. As of December 31, 2016, and 2015, the remaining balance of the note was $15,500.

On ~~November~~July 331, ~~2014~~2015, the Company issued a convertible promissory note to ~~Beaufort~~the ~~Capital~~Trust in the principal amount of $122,~~500~~600 due on ~~May~~July 331, ~~2015~~2016, with an interest rate of 58% per annum~~, which accrues only in the event of a default and only from such default date until the note is paid in full~~. The note iswas convertible by the holder ~~after 180 days~~ at 5045% of the lowest ~~closing~~trading ~~bid~~ price in the ~~ten~~thirty trading days before the conversion. ~~The~~During ~~entire~~the ~~balance~~year ofended ~~this~~December ~~note~~31, ~~remained~~2016, ~~outstanding~~the atCompany ~~December~~repaid 31$2,600 ~~2014~~of ~~and~~principal. As of December 31, 2016, and 2015, the remaining balance of the note was $0 and $2,600, respectively.

On ~~February~~November 916, 2015 the Company issued a convertible promissory note to ~~CareBourn~~Cresthill ~~Capital~~ in the principal amount of $737,~~000~~500 due on ~~December~~August 2716, ~~2015~~2016 with an interest rate of 128% per annum in exchange for amounts payable to Cresthill for services rendered. The embedded conversion feature included in the note resulted in an initial debt discount of $7.500, an initial derivative expense of $2,111 and an initial derivative liability of $9,611. For the year ended December 31, 2016, amortization of the debt discount of $7,500 was charged to interest expense. The note is convertible by the holder ~~after 180 days~~ at 4045% of the ~~three~~ lowest ~~closing~~last ~~bid~~sales ~~prices~~price in the ~~ten~~thirty trading days before the conversion. ~~The~~As ~~entire~~of ~~balance~~December of31, ~~this~~2016, ~~note~~and ~~remained~~2015, ~~outstanding~~the atremaining ~~December~~balance ~~31,~~of ~~2015~~the note was $7,500.

On ~~April~~March 14, ~~2015~~2016, the Company issued a convertible promissory note to ~~SoFran,~~CareBourn ~~LLC~~ in the principal amount of $5033,000 due on ~~January~~December 14, ~~2015~~2016, with an interest rate of 12% per annum. ~~This~~Debt ~~note~~issuance ~~was~~costs ~~issued as part~~ of a$3,000 ~~consulting~~were ~~contract~~recorded ~~entered into with SoFran~~ for ~~services~~net proceeds to ~~be rendered in connection with~~ the Company's ~~plans~~of to$30,000. ~~set~~The upembedded aconversion ~~national~~feature ~~franchising~~included ~~program.~~in Inthe ~~addition~~note toresulted ~~this~~in ~~note,~~an ~~SoFran~~initial ~~was~~debt ~~paid~~discount of $1033,000, inan ~~April~~initial ~~2015~~derivative ~~and~~expense isof ~~due~~$21,275 and an ~~additional~~initial derivative liability of $554,~~000~~275. ~~Certain~~For ~~future~~the ~~payments~~year ~~totaling~~ended ~~$35~~December 31,~~000~~ ~~may~~2016, beamortization ~~due~~of tothe ~~SoFran~~debt ~~under~~discount ~~the~~of ~~contract~~$33,000 ~~upon~~was ~~them~~charged ~~reaching~~to ~~certain~~interest ~~performance benchmarks~~expense. The note is convertible by the holder ~~after 180 days~~ at 40% of the three lowest closing bid prices in the ~~ten~~ninety trading days before the conversion. ~~The~~As ~~entire~~of ~~balance~~December of31, ~~this~~2016, ~~note~~the ~~remained~~remaining ~~outstanding~~balance atof ~~December~~the ~~31,~~note ~~2015~~was $33,000.

OnTotal ~~April~~interest ~~14,~~expense ~~2015,~~on LGthese ~~Capital~~notes ~~Funding~~was ~~funded a convertible promissory note in the principal amount of~~ $2642,~~500~~750 ~~that was issued on October 9, 2014~~ and ~~secured at that time by a note payable to the Company with like terms. This note is due on October 9~~$32,258 ~~2015~~for ~~with an interest rate of 8% per annum. The note is convertible by~~ the ~~holder~~years atended ~~50% of the lowest closing bid price in the ten trading days before the conversion. The entire balance of this note remained outstanding at~~ December 31, 2016 and 2015, respectively.

OnA ~~May~~summary 5,of ~~2015~~ the ~~Company issued a~~ convertible ~~promissory~~notes ~~note~~payable tobalance ~~Cresthill~~as ~~Associates in the principal amount~~ of ~~$16,500~~December ~~due on November 5~~31, ~~2015 with an interest rate of 8% per annum~~2016, inand ~~exchange~~2015 ~~for amounts payable to Cresthill for services rendered. The note~~ is ~~convertible~~as ~~by the holder after 180 days at 45% of the lowest last sales price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.~~follows:

On May 27, 2015 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $10,500 due on February 27, 2016 with an interest rate of 12% per annum. Debt issuance costs of $3,000 were recorded for net proceeds to the Company of $7,500. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ninety trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

	December 31, 2016		December 31, 2015
Principal balance	$	349,884	$	359,733
Unamortized discount		-		(40,349	)
Ending balance, net	$	349,884	$	319,384

On August 5, 2015 the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $7,500 due on February 5, 2016 with an interest rate of 8% per annum in exchange for amounts payable to Cresthill for services rendered. The ~~note~~following is ~~convertible~~a byroll-forward ~~the holder after 180 days at 45%~~ of the ~~lowest~~Company’s ~~last~~convertible ~~sales~~notes ~~price~~and inrelated ~~the~~discounts ~~thirty~~for ~~trading days before~~ the ~~conversion.~~years ~~The~~ended ~~entire balance of this note remained outstanding at~~ December 31, 2016, and 2015.:

On July 20, 2015 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $15,500 due on April 20, 2016 with an interest rate of 12% per annum. Debt issuance costs of $3,000 were recorded for net proceeds to the Company of $12,500. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ninety trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

	Principal Balance			Debt Discounts			Total
Balance January 1, 2015	$	240,128		$	(18,134	)	$	221,994
New issuances		209,600			(249,500	)		(39,900	)
Conversions		(89,995	)		-			(89,995	)
Amortization		-			227,285			227,285
Balance December 31, 2015		359,733			(40,349	)		319,384
New issuances		33,000			(61,100	)		(28,100	)
Accrued interest added to convertible notes		730			-			730
Conversions		(39,212	)		-			(39,212	)
Cash payments		(4,367	)		-			(4,367	)
Amortization		-			101,449			101,449
Balance at December 31, 2016	$	349,884		$	-0-		$	349,884

OnF-15 ~~July~~Table ~~31, 2015 the Company issued a convertible promissory note to Gulfstream 1998 Irrevocable Trust in the principal amount~~ of $2,500 due on July 31, 2016 with an interest rate of 8% per annum. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.Contents

F-14

Total interest expense on these notes was $32,258 and $16,002 for the years ended December 31, 2015 and 2014, respectively.

A summary of debentures payable as of December 31, 2015 and 2014 is as follows:

Face Value	Balances12/31/14			Issuance of new convertible notes			Amortization of discount on convertibleNotes		Debenture conversions & paymentsyear ended 12/31/15			Balances12/31/15
Notes outstanding at 12/31/2014	$	240,128			-			-	$	(89,995	)	$	150,133
2015 note issuances		-		$	209,600			-		-			209,600
Note discount	$	(18,134	)		(249,500	)	$	227,285		-			(40,349	)
Total	$	221,994		$	(39,900	)	$	227,285	$	(89,995	)	$	319,384

Face Value	Balances12/31/13			Issuance of new convertible notes			Amortization of discount on convertibleNotes		Debenture conversions & paymentsyear ended 12/31/14			Balances12/31/14
Notes outstanding at 12/31/2013	$	260,294		$	-		$	-	$	(224,627	)	$	35,667
2014 note issuances		-			252,600			-		(48,139	)		204,461
Note discount	$	(55,423	)		(239,600	)		276,889		-			(18,134	)
Total	$	204,871		$	13,000		$	276,889	$	(272,766	)	$	221,994

NOTE 8 – DERIVATIVE LIABILITY

FThe Company determined that the conversion features of the convertible notes represented embedded derivatives since the Notes are convertible into a variable number of shares upon conversion. See Note 7. Accordingly, the notes are not considered to be conventional debt under EITF 00-1519 and the embedded conversion feature is bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments are recorded as liabilities on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note, with any excess of the fair value of the derivative component over the face amount of the note recorded as an expense on the issue date. Such discounts are amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the derivative liabilities are recorded in other income or expenses in the condensed consolidated statements of operations at the end of each period, with the offset to the derivative liabilities on the balance sheet. See Note 7.

The ~~beneficial~~Company ~~conversion~~valued ~~feature~~the ~~included~~derivative inliabilities at December 31, 2016, and 2015, at $1,376,717 and $572,565, respectively. The Company used the ~~notes~~Monte ~~that~~Carlo ~~became~~simulation ~~convertible~~valuation ~~during~~model with the following assumptions for the year ended December 31, ~~2015~~2016; ~~resulted~~a inrisk-free ~~initial~~interest ~~note~~rate ~~discounts~~ of ~~$249,500~~.76% and anvolatility ~~initial~~of ~~loss~~225%. onThe Company used the Black Scholes valuation ofmodel for the ~~derivative~~year ~~liabilities~~ended ofDecember ~~$419~~31,~~475~~ ~~based~~2015 onwith the ~~initial~~following ~~fair~~assumptions; ~~value~~a risk-free interest rate of ~~the~~02% ~~derivative~~to ~~liabilities~~.55% and volatility of ~~$668,975.~~31% ~~The~~to ~~fair~~388%.A ~~value~~summary of the ~~embedded~~activity related to derivative liabilities for ~~notes~~the ~~not~~years inended ~~default~~December ~~were~~31, ~~calculated~~2016, atand ~~the~~2015, ~~conversion~~is ~~commencement~~as ~~dates utilizing the following assumptions~~follows:

Note convertible date	1/1/15			3/1/15			3/1/15			4/14/15			4/14/15			8/10/15			8/25/15			10/1/15			10/19/15			11/5/15
	2016			2015
Note amount	$	5,000		$	13,500		$	12,500		$	26,500		$	26,500		$	73,000		$	10,500		$	50,000		$	15,500		$	16,500
Beginning Balance	$	572,565		$	266,162
Stock price at convertible date	$	.06		$	.03		$	.0046		$	.00065		$	.00065		$	.0003		$	.0002		$	.0002		$	.0001		$	.0001
Initial Derivative Liability		89,176			668,975
Expected life (years)		1.0			.25			.25			.52			.52			.38			.51			.50			.50			.25
Reclassification for note conversions		(100,095	)		(378,858	)
Risk free interest rate		.13	%		.02	%		.10	%		.11	%		.11	%		.25	%		.20	%		.11	%		.20	%		.14	%
Reclassification for note payments		(3,135	)		-
Volatility		202	%		212	%		375	%		382	%		382	%		237	%		388	%		291	%		273	%		378	%
Fair Value Change		818,206			16,286
Initial derivative value	$	11,639		$	32,526		$	21,608		$	113,520		$	113,520		$	75,285		$	20,007		$	221,223		$	31,043		$	28,604
Ending Balance	$	1,376,717		$	572,565

~~The~~For ~~beneficial~~the ~~conversion~~year ~~feature~~ended ~~for~~December ~~notes~~31, ~~that~~2016, ~~became~~the ~~convertible~~Company inrecorded ~~2014~~derivative ~~resulted~~expense ~~in initial debt discounts~~ of $~~239~~846,~~600~~281 ~~and~~consisting anof the initial ~~loss~~derivative onexpense ~~the~~of ~~valuation~~$28,075 ofand the ~~derivative~~above ~~liabilities~~fair value change of $~~504~~818,~~615~~206. ~~based~~For on the ~~initial~~year ~~fair~~ended ~~value~~December of31, ~~the~~2015, derivative ~~liabilities~~expense of $~~265~~56,~~015.~~903 ~~The~~was ~~fair~~comprised ~~value~~ of the ~~embedded~~initial derivative ~~liabilities~~expense ~~for~~of ~~notes~~$419,475 ~~not~~and inthe ~~default~~above ~~were~~fair ~~calculated~~value atchange of $16,286, offset by the ~~conversion~~reduction ~~commencement~~of ~~dates~~expense ~~utilizing~~of ~~the~~$378,858 ~~following~~for ~~assumptions:~~note conversions.

Note convertible date	1/9/14			1/16/14			2/18/14			3/19/14			4/29/14			6/5/15			7/30/14			8/5/14			8/21/14			9/3/14			10/7/14
Note amount	$	5,000		$	5,000		$	62,500		$	32,500		$	25,000		$	22,500		$	5,000		$	5,100		$	5,000		$	35,000		$	37,000
Stock price convertible date	$	.003		$	.0021		$	.0023		$	.0013		$	.0011		$	.0008		$	.0004		$	.0006		$	.0005		$	.0004		$	.0003
Expected life (years)		.50			.50			.50			.23			.25			.23			.24			.25			.25			.48			.48
Risk free interest rate		.07	%		.07	%		.07	%		.12	%		.02			.12	%		.03	%		.03	%		.03	%		.05	%		.04	%
Volatility		420	%		420	%		402	%		157	%		97	%		106	%		105	%		106	%		105	%		138	%		406	%
Initial derivative value	$	16,621		$	12,122		$	191,384		$	54,688		$	43,040		$	27,907		$	6,218		$	17,571		$	13,530		$	62,323		$	59,211

At December 31, 2015, the following notes remained convertible and not fully converted. All convertible notes beyond their maturity dates totaling $236,533 in principal payable are valued assuming a six month term for purposes of calculating the derivative liability.The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at December 31, 2015 utilizing the following assumptions:

Note convertible date	8/25/15			10/1/15			10/19/15			11/5/15			Matured
Note amount	$	10,500		$	50,000		$	15,500		$	16,500		$	236,533
Stock price at convertible date	$	.0001		$	.0001		$	0.001		$	.0001		$	0.0001
Expected life (years)		.16			.25			.30			.10			.50
Risk free interest rate		.01	%		.26	%		.26	%		.17	%		.55	%
Volatility		267	%		247	%		388	%		31	%		285	%
12/31/15 derivative value	$	17,503		$	86,736		$	28,997		$	20,169		$	419,160

At December 31, 2014, the following notes remained convertible and not fully converted or in default. All convertible notes beyond their maturity dates totaling $128,332 in principal payable are valued assuming a six month term for purposes of calculating the derivative liability.The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at December 31, 2014 utilizing the following assumptions:

Note convertible date	3/3/14			10/7/14			Matured
Note amount	$	18,800		$	24,996		$	128,332
Stock price at convertible date	$	.0001		$	.0001		$	.0001
Expected life (years)		.15			.25			.50
Risk free interest rate		.04	%		.11	%		.11	%
Volatility		236	%		236	%		197	%
12/31/14 derivative value	$	21,832		$	31,528		$	212,802

F-16

NOTE 9 – CAPITAL STOCK

Common Stock

The Company has authorized 36,~~950~~450,000,000 common shares with a par value of $0.001 per share.

~~Effective~~2016 ~~February~~Common ~~20,~~Stock 2015, the Company effected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. The share issuance information and per share information for all prior periods presented have been retroactively adjusted to reflect the new capital structure.Issuances

During the year ended December 31, 2016, the Company issued 1,148,296,711 shares of common stock upon conversion of $39,212 in principal and $11,858 of accrued interest on convertible notes representing a value of approximately $0.00004 per share.

2015 Common Stock Issuances

During the year ended December 31, 2015, the Company issued 714,682,976 shares of common stock upon conversion of $89,686 in principal and interest on convertible notes representing a value of $0.0001 per share..

~~2014~~F-16 ~~Common~~Table ~~Stock~~of ~~Issuances~~Contents

During the year ended December 31, 2014, the Company issued 4,444,960 shares of common stock upon conversion of $276,850 in principal and interest payable on convertible notes representing a value of $0.06 per share. In addition, we incurred loss on conversion of certain of the shares totaling $590,279 for a total cost to the Company of $867,129.

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock par value $0.001.

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 at the same rate. This ~~gives~~gave effective control of the Company to the holders of the Series A preferred shares. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest. As of December 31, 2016, and 2015, no conversion has taken place and ~~the~~96,623 shares remain outstanding.

On July 15, 2013, the board of directors of the Company authorized the creation of the Series B Convertible Preferred Stock, which consists of up to 100,000 shares of preferred stock with par value of $0.001 per share and a stated value of $1.00 per share. A total of 44,000 shares of Series B Preferred Stock were issued on the conversion of debt payable by the Company, including $40,000 to the Company's then Chief Financial Officer, Henry Fong. The Series B Convertible Preferred is convertible to common stock at 100% of the stated value divided by 45% of the lowest trading price of the Company's common stock for the 90 trading days immediately preceding the Conversion Date. The Series B Preferred Stock has voting rights on an as if converted basis on the date of any vote to come before the Company's shareholders. As of December 31, ~~2015~~2016, ~~all~~and 2015, 44,000 shares remain outstanding.

~~F-17~~Effective September 22, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Series D Preferred Stock to Mr. Ronald Heineman, our former Chief Executive Officer, in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock as the Company did not have sufficient authorized but unissued shares of common stock to allow for any such issuances. As a result of the issuance of the Series D Preferred Stock shares, Mr. Heineman obtained voting rights over the Company's outstanding voting stock on September 24, 2014, which provided him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Heineman was able to exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Heineman may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Heineman as an officer or Director of the Company due to the Super Majority Voting Rights. In the event Mr. Heineman is no longer acting as Chief Executive Officer of the Corporation, the shares of Series D Preferred Stock shall automatically, without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety. As of December 31, 2016, and 2015, all 1,000 shares were outstanding. As a result of Mr. Heineman’s resignation on November 28, 2017 as CEO of the Company, the shares of Series D Preferred Stock have been cancelled.

Warrants

In connection with the acquisition in 2013 of the assets of Carmela's Pizzeria, COHP, LLC and its assigns received warrants to purchase a total of 179,886 shares of the Company's common stock for a period of five years in the amounts and exercise prices as follows: 59,962 at $3.00; 59,962 at $6.00; and 59,962 at $7.50. ~~These warrants were valued in the year ended December 31, 2013 utilizing the Black-Scholes pricing model for a total fair market value at issuance of $507,280.~~

A summary of the activity of the Company's outstanding warrants at December 31, ~~2013~~2016 and December 31, ~~2014~~2015 is as follows:

	Warrants		Weighted- average exercise price		Weighted- average grant date fair value
Outstanding and exercisable at December 31, 2013		179,886	$	5.50	$	2.82
Outstanding and exercisable at January 1, 2015		179,886	$	5.50	$	2.82
Granted		-		-		-
Expired/Cancelled		-		-		-
Exercised		-		-		-
Outstanding and exercisable at December 31, 2014		179,886	$	5.50	$	2.82
Granted		-		-		-
Expired/Cancelled		-		-		-
Exercised		-		-		-
Outstanding and exercisable at December 31, 2015		179,886	$	5.50	$	2.82
Outstanding and exercisable at December 31, 2016		179,886	$	5.50	$	2.82

~~The~~F-17 ~~following~~Table ~~table sets forth the exercise price range, number~~ of ~~shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2014:~~Contents

Exercise price range		Number of warants outstanding		Weighted-average exercise price		Weighted-average remaining life
$	3.00		59,962	$	3.00	2.8 years
$	6.00		59,962		6.00	2.8 years
$	7.50		59,962		7.50	2.8 years
			179,886	$	5.50	2.8 years

The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2016:

F-18

Exercise price range		Number of warrants outstanding		Weighted- average exercise price		Weighted- average remaining life

$	3.00		59,962	$	3.00	1.8 years

$	6.00		59,962		6.00	1.8 years

$	7.50		59,962		7.50	1.8 years

			179,886	$	5.50	1.8 years

NOTE 10 – COMMITMENTS

The Company leases its restaurant facilities under certain leases with varied expiration dates. Certain leases provide for the payment of taxes and operating costs, such as insurance and maintenance in addition to the base rental payments.

Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows:

Year ended December 31, 2016	$	57,600
Year ended December 31, 2017	$	57,600
2017		58,350
2018		51,450
2019		43,200
Total	$	210,600
2020		43,200
Total	$	195,450

Rent expense was $7555,~~000~~250 and $7375,~~483~~000 for the years ended December 31, ~~2015~~2016 and ~~2014~~2015, respectively.

F-18

Table of Contents

NOTE 11 – RELATED PARTY TRANSACTIONS

As more fully disclosed in Note 56 – Notes Payable Related Parties, certain officers, directors and stockholders have loaned the Company funds from time-to-time. Information regarding these loans can be found in Note 6.

NOTE 12 – GOING CONCERN

~~F-19~~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 significant losses in 2016 and 2015, 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, potential private placements of common stock, debt convertible into common stock and by obtaining extended payment terms from certain vendors.

NOTE 13 – INCOME TAXES

As of December 31, ~~2015~~2016, ~~and 2014~~ the Company had net operating loss carry-forwards of approximately $12,~~865~~194,~~653 and $1~~750,~~429,039,~~ ~~respectively,~~ which will expire beginning in 2032. This represents the historical net operating loss carry-forwards of the Company for the fiscal years ended December 31, ~~2015~~2016 and ~~2014~~2015. A valuation allowance has been provided for the deferred tax asset as it is uncertain whether the Company will have future taxable income. A reconciliation of the benefit for income taxes with amounts determined by applying the statutory federal income rate of (34%) to the loss before income taxes is as follows:

	2015			2014
	2016			2015
Net Operating Loss	$	(~~725~~1,~~227~~276,837	)	$	(1725,~~041,117~~227	)
Benefit for income taxes computed using the statutory rate of 34%		~~245~~434,~~073~~124			~~353~~245,~~979~~073
Permanent Differences		(96322,~~624~~229	)		(~~218~~96,~~481~~624	)
Change in valuation allowance		(~~148~~111,~~449~~895	)		(~~135~~148,~~498~~449	)
Provision for income taxes	$	-		$	-

Significant components of the Company's deferred tax ~~liabilities and~~ assets at December 31, ~~2013~~2016 and ~~2012~~2015, are as follows:

	2015			2014
	2016			2015
Total deferred tax assets	$	634,322		$	485,873
Net Operating Loss deferred tax asset	$	746,218		$	634,322
Valuation allowance		(~~634~~746,~~322~~218	)		(~~485~~634,~~873~~322	)
	$	-		$	-

F-19

Table of Contents

NOTE 14 – SUBSEQUENT EVENTS

~~During~~From ~~the period from~~ January 1, ~~2016~~2017 to the filing of this report, a total of ~~213~~1,~~722~~535,~~083~~944,914 shares of common stock were issued upon the conversion of $1066,~~040~~592 in principal and interest due on certain of the Company's convertible promissory notes representing an average conversion price of $0.~~00005~~00004 per share. In addition, the Company issued a new convertible promissory note totaling $33,000 in face value. This note is convertible at 45% of the market price of the Company's common stock, bears interest at 12% per annum, and is due nine months from issuance.

On January 3, 2017, the Company issued a Convertible Promissory Note dated December 30, 2016 (“Note”) in the principal amount of $279,565 with an interest rate of 12% per annum, due December 30, 2018 to CareBourn (the “Carebourn Note”). The Carebourn Note requires daily payments of principal and/or interest of $600. Any amount of principal or interest on this Note that is not paid following an event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The Conversion Price shall be 40% multiplied by the Market Price (representing a discount rate of 60%). Market Price means the average of the lowest Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Corporation’s obligations under the Note are secured by all of the outstanding shares of GRAS’s Series D Preferred Stock held by its Chief Executive Officer, Ronald Heineman (see Note 9). A change in control of the Corporation would occur in the event a default is called pursuant to the terms of the Note and if the Series D shares are transferred to CareBourn.

On November 17, 2017 Cross Border (See Note 5) was granted a judgment against the Company in the amount of $115,234, inclusive of attorney fees. On May 11, 2018, the Company and Cross Border entered into a $85,000 promissory note (the “Promissory Note”) to resolve the matter. The terms of repayment of the Promissory Note are eight payments of $5,000 each beginning on May 14, 2018 and on the 14^th of the next seven (7) months, and a final payment of $45,000 on January 14 2019. The Promissory Note contains the personal guaranty of the Company’s Secretary, who is also a Director of the Company.

On November 21, 2017, the Company filed with the Secretary of State of Nevada Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) that had the effect of increasing the authorized shares of capitals stock to 6,500,000,000 and designating 6,450,000,000 shares of the authorized capital stock of the Company as common stock, par value $0.001 and 50,000,000 shares of the authorized capital stock of the Company as preferred stock, par value $0.001, with the powers, preferences and rights, and the qualifications, limitations and restrictions designated by the Company’s board of directors.

Effective November 28, 2017, the Board of Directors approved the filing of a Certificate of Designations establishing the designations, preferences, limitations and relative rights of the Company’s Series E Preferred Stock (the “Designation” and the “Series E Preferred Stock”). The Board of Directors authorized the issuance of up to 1,000 shares of Series E Preferred Stock upon the company filing the Certificate of Designation with the Nevada Secretary of State. The terms of the Certificate of Designation of the Series E Preferred Stock include conversion rights that in the aggregate convert to on a post conversion basis, 85% of the Company’s issued and outstanding common stock at the time of conversion. The Series E Preferred Stock is convertible immediately upon the shares of common stock being available to allow for the conversion that results in 85% of the shares of common stock to be owned in the aggregate by the holders of the Series E Preferred Stock. Additionally, the voting rights of the Series E Preferred Stock while outstanding are equal to the as if converted number of shares. On November 29, 2017, the Company filed the Series E Designation with the Nevada Secretary of State. On January 2, 2018, the Company recorded the issuance of 500 shares of Series E Preferred Stock to Clifford Rhee and 500 shares of Series E Preferred Stock to Edward Carter in conjunction with the signing of the Asset Purchase Agreement (see below).

On November 28, 2017, the Company entered into a Letter of Intent (the “LOI”) with Ngen Technologies USA Corp, (“Ngen”), a Texas corporation. Ngen engages in the business of 3D technologies including automotive, mobile and display. Ngen has also developed new state-of-art automotive muffler/silencer technologies (hereinafter, the “Business”). The Company will acquire, free and clear of all liens, encumbrances, and liabilities, one hundred percent (100%) of Ngen’s muffler technology Business. The acquisition includes Ngen’s rights under its contracts, licenses, purchase orders, privileges, franchises and agreements, and all assets and property owned and used by Ngen in the Business. Pursuant to the LOI, the Company will issue 1,000 shares of Series E Preferred Stock, that is convertible into 85% of the issued and outstanding shares of the Company on a fully diluted basis at the time of conversion.

F-20

Table of Contents

On November 28, 2017, Ronald Heineman resigned as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company. As a result of Mr. Heineman’s resignation, the Series D Preferred Stock was cancelled. See Note 9.

On November 28, 2017, Mr. Clifford M. Rhee, was appointed Chairman of the Board of Directors (the “BOD”) of the Company and shall serve until his respective successor is duly elected and qualified. Mr. Rhee has also been named the Interim Chief Financial Officer of the Company.

On November 28, 2017, Mr. Edward Carter, was appointed to the BOD of the Company, and shall serve until his respective successor is duly elected and qualified. Mr. Carter was also named Secretary of the Company.

On November 28, 2017, Dr. Jason Koo was named Chief Executive Officer of the Company.

Effective December 7, 2017, the Board of Directors approved the filing of the COD establishing the designations, preferences, limitations and relative rights of the Company’s Series F Preferred Stock (the “Series F Preferred Stock”). The Board of Directors authorized the issuance of up to 1,000 shares of Series F Preferred Stock, which the Board agreed to issue to Mr. Rhee or his assigns, upon the company filing the COD with the Nevada Secretary of State. The COD was filed with the Nevada Secretary of State on December 11, 2017. The terms of the COD of the Series F Preferred Stock include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series F Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. On December 19, 2017, Mr. Rhee has pledged the Series F Preferred Stock to Carebourn.

On December 19, 2017, the Company issued a Convertible Promissory Note in the principal amount of $552,000 with an interest rate of 12% per annum, due December 19, 2018, to CareBourn (the “Carebourn 2017 Note”). The note carries $72,000 of Original Issue Discount and $25,000 transactional costs to Carebourn. On December 19, 2017, $361,000 was funded, and subsequent fundings were January 29, 2018 ($50,000), May 16, 2018 ($5,000) and June 11, 2018 ($5,000).The Carebourn 2017 Note requires daily payments of principal and/or interest of $500. Any amount of principal or interest on this Note that is not paid following an event of default pursuant to the terms of the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The Conversion Price shall be 50% multiplied by the Market Price (representing a discount rate of 50%). Market Price means the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Corporation’s obligations under the Note are secured by all of the outstanding shares of GRAS’s Series F Preferred Stock held by its Chairman, Clifford Rhee (see above). A change in control of the Corporation would occur in the event a default is called pursuant to the terms of the Carebourn 2017 Note and if the Series F shares are transferred to Carebourn.

In December 2017, the Company was named in a lawsuit alleging that it had executed an asset purchase agreement in May 2017, pursuant to which the sellers (the “Plaintiffs”) of assets to the Company, were to obtain a controlling interest in the Company. The suit alleged that the Company’s current management lacked the authority to direct the activities of the Company as a result of the May 2017 asset purchase agreement. The suit was dismissed in June 2018, for the Plaintiffs’ failure to prosecute the case. The Company has determined that the case was without merit, and that there are no foreseeable consequences or losses to be suffered by the Company as a result of this matter. Accordingly, no amounts have been accrued related to this matter.

On January 4, 2018, the Company acquired the automotive technology Business from Ngen pursuant to an Asset Purchase Agreement (the “APA”). In exchange for acquiring the Ngen automotive technology Business the Company issued in the aggregate 1,000 shares of its Series E Preferred Stock. The Series E Preferred Stock is convertible into a number of shares of common stock that equals 85% of the shares issued and outstanding, post conversion.

On January 16, 2018, the Company entered into Asset Purchase Agreement (the “Agreement”) with Ngen and Ngen Technologies Korea, LTD. (“Nkor”). The Company, Ngen and Nkor are referred to as the Parties. Pursuant to the Agreement, the parties agreed that the Company would purchase assets of Ngen related to Nkor’s design and manufacturing of proprietary 3D mobile display module for the smartphone and other telecom OEM’s. The 3D module once installed during the MCD or OLED manufacturing stage, allows the display of 3D content without the use of 3D glasses (the “NKOR Business”). In consideration for the purchase the Company issued a $7 million promissory note (the “Note”) with a balloon maturity date of January 16, 2022. The Note carries a 5% per annum interest rate, with quarterly payments. Ngen and Nkor are controlled by our officers and directors. The Note is currently in default as the Company has not made the required quarterly interest payments.

On March 25, 2018, the Company issued a $250,000 Promissory Note to Ngen. The Company received $250,000 on March 22, 2108 and pursuant to the repayment terms of the note, the Company is to pay Ngen $100,000 on September 30, 2018 and $150,000 on November 30, 2018.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2015 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 other than those disclosed above.

F-2021

Filing Compare · Greenfield Farms Food, Inc.