UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended SEPTEMBER 30, 2016
¨	TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______

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

~~Commission~~For ~~File~~the ~~No.~~quarterly ~~333-157281~~period ended: March 31, 2017

~~GREENFIELD FARMS FOOD, INC. (Exact Name of Registrant as Specified in its Charter)~~OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission File Number 333-157281

GREENFIELD FARMS FOOD, INC.
(Exact name of registrant as specified in its charter)

Nevada

26-2909561
(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

~~319~~5430 ~~Clematis~~LBJ ~~Street~~Freeway – Suite ~~400~~1200 Dallas, TX 75240

~~West~~(Address ~~Palm~~of ~~Beach,~~principal ~~Florida~~executive ~~33401~~offices)

(~~Address of principal executive offices~~972) ~~(Zip code)~~-663-9483

(~~561)~~Registrant's ~~514-9042~~telephone number, including area code)

Indicate by check mark whether the registrant (~~Registrant's~~1) ~~telephone~~has ~~number~~filed ~~including~~all ~~area~~reports ~~code~~required to be filed 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 whether the ~~Registrant~~registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months, ~~and~~ (2)or ~~has~~for ~~been~~such ~~subject~~shorter toperiod ~~such~~that ~~filing~~the ~~requirements~~registrant ~~for~~was ~~the~~required ~~past~~to 90submit ~~days~~and post such files). x Yes ¨ x No ¨

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨x Smaller reporting company x Emerging growth company ¨

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the ~~Registrant~~registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes~~ ¨ ~~No x~~

~~Number~~Indicate ofby ~~shares~~check ofmark ~~common~~whether ~~stock~~the ~~outstanding~~registrant atis ~~November~~a ~~30,~~shell ~~2016:~~company ~~1,532,533,067~~(as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
	September 30,2016			December 31,2015
ASSETS
Current Assets
Cash and cash equivalents	$	55,766			54,423
Credit card receivables		7,944			4,459
Inventory		25,309			25,309
Deferred charges		667			1,834
Total Current Assets		89,686			86,025
Property and Equipment
Equipment, computer hardware and software		187,933			178,771
Accumulated depreciation		(134,605	)		(118,443	)
Property and equipment, net		53,328			60,328
Other Assets
Security deposits		4,128			4,128
Total Assets	$	147,142		$	150,481
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts payable		88,132		$	72,869
Accrued wages and payroll expenses		15,883			23,444
Accrued interest		47,610			32,342
Accrued interest – convertible notes payable		63,917			48,194
Derivative liability		543,800			572,565
Notes payable		97,000			81,300
Notes payable – related parties		623,134			483,932
Convertible notes payable, net of debt discount		364,544			319,384
Total Liabilities		1,844,020			1,634,030
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;
1,179,277,534 and 719,614,372 shares issued and outstanding, respectively		1,179,278			719,614
Warrants		507,280			507,280
Additional paid-in capital		(56,752	)		382,933
Accumulated deficit		(3,326,827	)		(3,093,518	)
Total Stockholders' Deficit		(1,696,879	)		(1,483,549	)
Total Liabilities and Stockholders’ Deficit	$	147,142		$	150,481

Securities registered pursuant to Section 12(b) of the Act:

~~The~~Title ~~accompanying~~of ~~notes~~each ~~are~~class anTrading ~~intregal~~Symbol(s) ~~part~~Name of ~~these~~each ~~consolidated~~exchange ~~financial~~on ~~statements.~~which registered None N/A N/A

The number of shares outstanding of the Registrant's $0.001 par value Common Stock as of July 15, 2019, was 3,403,855,330 shares.

GREENFIELD FARMS FOOD, INC.

FORM 10-Q

Quarterly Period Ended March 31, 2017

INDEX

		Page

FORWARD-LOOKING STATEMENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	22
Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23

SIGNATURES		24

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three months ended						Nine months ended
	September 30,						September 30,
	2016			2015			2016			2015
Sales
Food and beverage	$	354,685		$	426,128		$	1,119,289		$	1,272,257
Vending receipts		1,527			2,277			5,545			12,776
Total sales		356,212			428,405			1,124,834			1,285,033
Cost of Goods Sold		306,068			359,278			892,596			1,106,196
Gross Profit		50,144			69,127			232,238			178,837
Operating Expenses
Telephone and utilities		20,037			23,018			56,428			72,836
Legal, accounting and professional fees		12,484			15,548			50,127			126,606
Rent		15,250			27,300			43,200			59,900
Advertising		250			4,424			16,497			13,597
Repairs and maintenance		6,562			4,193			21,849			17,029
Bank and credit card processing charges		6,276			7,181			18,434			22,428
Wages and taxes		22,033			25,180			64,824			75,821
Depreciation		5,471			6,271			16,162			18,721
Other		38,965			43,194			118,489			99,026
Total Operating Expenses		127,327			156,309			406,010			505,964
Loss From Operations		(77,183	)		(87,182	)		(173,772	)		(327,127	)
Other Expenses (Income)
Interest expense		18,522			14,671			58,952			39,337
Derivative expense		10,398			11,792			38,473			220,605
Change in derivative liability		(14,400	)		(263,183	)		(128,338	)		349,417
Amortization expense on discount of debt		16,500			58,058			90,450			129,402
Total Other Expenses (Income)		31,020			(178,662	)		59,537			738,761
Income (Loss) Before Provision for Income Tax		(108,203	)		91,480			(233,309	)		(1,065,888	)
Provision for Income Tax		-			-			-			-
Net Income (Loss)	$	(108,203	)	$	91,480		$	(233,309	)	$	(1,065,888	)
Weighted Average Number of Shares Outstanding:
Basic and Diluted		548,657,016			118,171,927			991,671,387			124,700,719
Net Loss per Share:
Basic and Diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.01	)

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31,			December 31,
	2017			2016

ASSETS

Current Assets
Cash	$	20,871		$	25,725
Credit card receivables		6,890			7,966
Inventory		33,848			33,848
Other current assets		1,025			-
Total Current Assets		62,634			67,539

Property and Equipment
Equipment, computer hardware and software		187,933			187,933
Accumulated depreciation		(145,741	)		(140,093	)
Property and equipment, net		42,192			47,840

Other Assets
Security deposits		4,128			4,128

Total Assets	$	108,954		$	119,507

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	80,360		$	107,162
Accrued wages and payroll expenses		15,313			18,281
Accrued interest		153,477			129,455
Derivative liability		2,182,954			1,376,717
Notes payable		81,000			103,200
Notes payable – related parties		506,242			640,892
Convertible notes payable, net of debt discount		327,628			349,885

Total Liabilities		3,346,974			2,725,592

Stockholders’ Deficit

Preferred stock, par value $.001
50,000,000 shares authorized;
Series A ConvertibleVoting Preferred Stock; par value $0.001,
100,000 shares authorized and 96,623 shares issued and outstanding		97			97
Series B Convertible Preferred Stock, par value $0.001
100,000 shares authorized and 44,000 shares issued and outstanding		44			44
1,000 Series D Preferred Stock, par value $0.001,
1,000 shares authorized and 1,000 shares issued and outstanding		1			1
Series E Preferred Stock, par value $0.001,
1,000 shares authorized and none issued and outstanding		-			-
Series F Preferred Stock, par value $0.001,
1,000 shares authorized and none issued and outstanding		-			-
Common stock, par value $.001
6,450,000,000 shares authorized;
2,465,247,199 and 1,867,911,083 shares issued and outstanding, respectively		2,465,247			1,867,911
Additional paid-in capital		(595,563	)		(103,784	)
Accumulated deficit		(5,107,846	)		(4,370,355	)

Total Stockholders' Deficit		(3,238,020	)		(2,606,085	)

Total Liabilities and Stockholders’ Deficit	$	108,954		$	119,507

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

3 Table of Contents

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited)
AS OF SEPTEMBER 30, 2016
	Preferred stock				Common stock						Additionalpaid-in			Accumulated			Total stockholders'
	Shares		Par value		Shares		Par value		Warrants		capital			deficit			deficit
Balance at December 31, 2015		141,623		142		719,614,372		719,614		507,280		382,933			(3,093,518	)		(1,483,549	)
Issuance of common
stock to convertible noteholders		-		-		459,663,162		459,664		-		(439,685	)		-			19,979
Net loss		-		-		-		-		-		-			(233,309	)		(233,309	)
Balance at September 30, 2016		141,623	$	142		1,179,277,534	$	1,179,278	$	507,280	$	(56,752	)	$	(3,326,827	)	$	(1,696,879	)

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months ended
	March 31,
	2017			2016
Sales
Food and beverage	$	300,430		$	353,413
Vending receipts		231			2,634
Total sales		300,661			356,047

Cost of Goods Sold		272,876			323,472

Gross Profit		27,785			32,575

Operating Expenses
Legal, accounting and professional fees		914			21,774
Rent		12,950			11,700
Depreciation		5,648			5,155
General and administrative expenses, other		30,206			65,383
Total Operating Expenses		49,717			104,012

Loss From Operations		(21,932	)		(71,437	)

Other Expenses (Income)
Interest expense		65,339			66,195
Derivative expense (income)		650,220			(78,072	)
Total Other Expenses (Income), net		715,559			(11,877	)

Loss Before Provision for Income Tax		(737,491	)		(59,560	)

Provision for Income Tax		-			-

Net Loss	$	(737,491	)	$	(59,560	)

Weighted Average Number of Shares Outstanding:
Basic and Diluted		2,342,375,049			905,846,969
Net Loss per Share:
Basic and Diluted	$	(0.00	)	$	(0.00	)

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

4 Table of Contents

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Nine months ended
	September 30,
	2016			2015
Cash Flows from Operating Activities
Net loss for the period	$	(233,309	)	$	(1,065,888	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		16,162			18,721
Amortization of deferred financing costs		4,167			9,941
Amortization of discount on debt		90,450			129,402
Change in derivative liability		(128,338	)		349,417
Initial derivative liability expense		38,473			220,605
Convertible notes issued for services		-			50,000
Changes in Assets and Liabilities
Increase in accounts receivable		(3,485	)		(11,478	)
Increase in deferred debt charges		(3,000	)		(10,500	)
Increase in accounts payable		15,263			14,802
Increase in accrued expenses		30,587			44,622
Net Cash used in Operating Activities		(173,030	)		(250,356	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(9,162	)		(22,637	)
Net Cash Provided by (Used in) Investing Activities		(9,162	)		(22,637	)
Cash Flows from Financing Activities:
Proceeds from notes payable - related parties		139,202			273,900
Proceeds from notes payable		16,000			300
Proceeds from convertible notes payable		33,000			152,100
Payments of notes payable - related parties		-			(141,204	)
Payments of notes payable		(300	)		(200	)
Payments on convertible notes payable		(4,367	)		(2,500	)
Net Cash Provided by Financing Activities		183,535			282,396
Net Increase in Cash and Cash Equivalents		1,343			9,403
Cash and Cash Equivalents – Beginning		54,423			59,843
Cash and Cash Equivalents End of Period	$	55,766		$	69,246
Supplemental Cash Flow Information:
Cash paid for interest	$	17		$	67
Cash paid for income taxes		-		$	-
Non-Cash Investing and Financing Activities:
Interest accrued on convertible notes	$	27,104		$	23,576
Debt discount from fair value of embedded derivatives	$	10,999		$	167,500
Common stock issued for covertible notes and accrued interest	$	19,979		$	72,723
Accounts payable cancelled in exchange for convertible notes	$	-		$	-

GREENFIELD FARMS FOOD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three months ended
	March 31,
	2017			2016
Cash Flows from Operating Activities
Net loss	$	(737,491	)	$	(59,560	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		5,648			5,155
Amortization of deferred financing costs		-			2,000
Amortization of discount on debt		34,946			50,321
Derivative liabiity expense (income)		650,220			(78,072	)
Changes in Assets and Liabilities
Increase in other assets		(1,025	)		-
(Increase) decrease in credit card receivable		1,076			(2,614	)
Increase in deferred debt charges		-			(3,000	)
Increase (decrease) in accounts payable		(26,802	)		16,758
Increase in accrued expenses		25,025			6,054
Net Cash used in Operating Activities		(48,403	)		(62,957	)

Cash Flows from Financing Activities:
Proceeds from notes payable - related parties, net		-			49,023
Proceeds from convertible notes payable		234,600			33,000
Payments of notes payable - related parties, net		(134,651	)		-
Payments of notes payable		(22,200	)		(300	)
Payments on convertible notes payable		(34,200	)		(4,367	)
Net Cash Provided by Financing Activities		43,549			77,356

Net Increse (Decrease) in Cash		(4,854	)		14,399
Cash – Beginning		25,725			54,423
Cash End of Period	$	20,871		$	68,822

Supplemental Cash Flow Information:
Cash paid for interest	$	2,400		$	17
Cash paid for income taxes		-		$	-
Non-Cash Investing and Financing Activities:
Interest accrued on convertible notes	$	26,911		$	8,663
Debt discount from fair value of embedded derivatives	$	279,565		$	20,600
Shares issued for debt and interest on convertible notes	$	26,974		$	10,400
Reclassification of derivative liability upon conversion of debt to equity	$	78,583		$	-
Reclassification of derivatives for payments of convertible notes	$	112,310		$	-

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

5 Table of Contents

~~GREENFIELD~~NOTE ~~FARMS~~1 ~~FOOD,~~– ~~INC.~~NATURE OF BUSINESS

~~NOTES~~Greenfield TOFarms ~~THE~~Food, ~~CONDENSED~~Inc. ~~CONSOLIDATED~~("GRAS" ~~FINANCIAL~~or ~~STATEMENTS~~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 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.

~~SEPTEMBER~~NOTE ~~30,~~2 ~~2016~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~(Unaudited)~~Basis of Presentation and Principles of Consolidation

~~NOTE~~The 1accompanying –condensed ~~BASIS~~consolidated OFfinancial ~~PRESENTATION~~statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed unaudited consolidated financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto included in the Annual Report for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission (the “SEC”) on July 31, 2018. Interim results of operations for the three months ended March 31, 2017, and 2016, are not necessarily indicative of future results for the full year. Certain amounts from the 2016 period have been reclassified to conform to the presentation used in the current period. The consolidated financial statements for the period include the accounts of the Company and Carmela’s. All intercompany transactions have been eliminated in consolidation.

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2014. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.Estimates

The ~~consolidated~~preparation of financial statements ~~for~~in conformity with accounting principles generally accepted in the ~~three~~United States of America requires management to make estimates and ~~nine~~assumptions ~~month~~that ~~periods~~affect ~~ended~~the ~~September~~reported ~~30,~~amounts ~~2016~~of ~~include~~assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements ofand the ~~Company~~reported amount of revenues and ~~its~~expenses ~~operating~~during ~~subsidiary~~the ~~Carmela’s~~reported ~~Pizzeria~~period. Actual results could differ from those estimates.

The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three and nine month periods ended September 30, 2016. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. As of September 30, 2016 and December 31, 2015, the Company had a working capital deficit and has incurred significant losses since inception. Further losses are anticipated raising substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company plans to acquire sufficient capital from its investors with which to pursue its business plan. There can be no assurance that the future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. There is no assurance that the Company will be successful in raising additional funds.

NOTE 3 – ORGANIZATION AND NATURE OF BUSINESS

Greenfield Farms 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 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. 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, catering as well as pizza buffets in select stores.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

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

Use of Estimates and Assumptions

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

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, accounts receivable, inventory, deferred charges, accounts payable and accrued expenses, and notes payable approximate their carrying amounts because~~ of ~~the~~inputs ~~short~~to ~~maturities~~measure offair ~~these instruments.~~value:

~~The~~· ~~fair~~Level ~~values~~1 of- ~~notes~~Observable ~~and~~inputs ~~loans~~that ~~payable~~reflect toquoted ~~non~~market prices in active markets for identical assets or liabilities. · Level 2 -~~related~~ ~~parties~~Inputs ~~approximate~~reflect ~~their~~quoted ~~carrying~~prices ~~values~~for ~~because~~identical ofassets 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 ~~short~~assets ~~maturities~~or ofliabilities; ~~these~~or ~~instruments.~~inputs ~~The~~that ~~fair~~are ~~value~~derived ofprincipally ~~long~~from or corroborated by observable market data by correlation or other means. · Level 3 -~~term~~ ~~debt~~Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to ~~non-related~~determine ~~parties~~fair ~~approximates~~value. ~~carrying~~These ~~values,~~assumptions ~~net~~are ofrequired ~~discounts~~to ~~applied,~~be ~~based~~consistent onwith market ~~rates~~participant ~~currently~~assumptions ~~available~~that toare ~~the~~reasonably ~~Company~~available.

~~Fair~~6 ~~value~~Table measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).Contents

~~Fair~~The ~~value~~carrying isamounts of the ~~price~~Company's ~~that~~financial ~~would~~assets beand ~~received~~liabilities, tosuch ~~sell~~as ancash, ~~asset~~prepaid orexpenses, ~~would~~other becurrent ~~paid to transfer a liability (i.e.~~assets, ~~the~~accounts ~~“exit~~payable ~~price”)~~and inaccrued ~~an orderly transaction between market participants at the measurement date. In determining fair value~~expenses, ~~the~~certain ~~Company~~notes ~~primarily~~payable ~~uses prices~~ and ~~other~~notes ~~relevant~~payable ~~information~~- ~~generated~~related byparty, ~~market~~approximate ~~transactions~~their ~~involving~~fair ~~identical~~values orbecause ~~comparable~~of ~~assets (“market approach”). The Company also considers~~ the ~~impact~~short ofmaturity ~~a significant decrease in volume and level~~ of ~~activity~~these ~~for an asset or liability when compared with normal activity to identify transactions that are not orderly~~instruments.

The ~~highest~~following ~~priority~~table isrepresents ~~given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and~~ the ~~lowest~~Company’s ~~priority~~financial toinstruments ~~unobservable~~that ~~inputs~~are ~~(Level~~measured 3at ~~measurements).~~fair ~~Securities~~value ~~are~~on ~~classified~~a inrecurring ~~their~~basis ~~entirety~~as ~~based~~of onMarch ~~the~~31, ~~lowest~~2017 ~~level~~and ofDecember ~~input~~31, ~~that~~2016 isfor ~~significant~~each ~~to the~~ fair value ~~measurement.~~hierarchy level:

March 31, 2017	Derivative Liabilities		Total
Level I	$	-	$	-
Level II	$	-	$	-
Level III	$	2,182,954	$	2,182,954

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

~~The three~~Credit ~~hierarchy~~risk ~~levels~~adjustments are ~~defined~~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 ~~follows:~~observed in the credit default swap market.

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

~~Level 2 – Quoted~~The ~~prices~~Company ~~for~~considers ~~identical~~all ~~assets~~highly liquid investments with an original term of three months or less to be cash equivalents. We held no cash equivalents as of March 31, 2017, and ~~liabilities~~December in31, ~~markets~~2016. ~~that~~Cash ~~are~~balances ~~not~~may, ~~active~~at certain times, ~~quoted~~exceed ~~prices~~federally ~~for~~insured ~~similar~~limits. ~~assets~~If ~~and~~the ~~liabilities~~amount inof ~~active~~a ~~markets~~deposit orat ~~financial~~any ~~instruments~~time ~~for~~exceeds ~~which~~the ~~significant~~federally ~~inputs~~insured ~~are~~amount ~~observable~~at a bank, ~~either~~the ~~directly~~uninsured portion of the deposit could be lost, in whole or ~~indirectly;~~in part, if the bank were to fail.

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

~~The~~Property ~~Company~~and ~~has~~equipment ~~determined~~is ~~that~~stated ~~its~~at ~~derivative~~historical ~~liabilities~~cost ~~fall~~less ~~under~~accumulated ~~Level 2~~depreciation. ~~Derivative~~Depreciation ~~liabilities~~is ~~were~~provided ~~$543,800~~using ~~and~~the ~~$572,565~~straight-line atmethod ~~September~~over ~~30,~~the ~~2016~~three ~~and~~to ~~December~~five ~~31,~~year ~~2015,~~estimated ~~respectively~~useful lives of the assets.

~~Credit~~Revenue 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.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.

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Income Taxes

The Company ~~has~~utilizes ~~elected~~the toasset beand ~~taxed~~liability asmethod aof ~~“C”~~accounting ~~corporation.~~for ~~Income~~income taxes ~~are computed using the asset and liability method~~. Under the asset and liability method, deferred ~~income~~ tax assets and liabilities are determined based on the differences between ~~the~~ financial reporting basis and the tax ~~bases~~basis of the assets and liabilities and are measured using ~~the currently~~ enacted tax rates and laws. Athat ~~valuation~~will ~~allowance~~be isin ~~provided~~effect, ~~for~~when the ~~amount~~differences ofare expected to reverse. An allowance against deferred tax assets ~~that~~is recognized, ~~based~~when onit ~~available~~is ~~evidence,~~more ~~are~~likely than not, ~~expected~~that tosuch 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. For the three months ended March 31, 2017, and 2016, 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. ~~There~~As ~~were~~of ~~warrants~~March ~~outstanding~~31, ~~convertible~~2017, ~~into~~and ~~179~~2016,~~886~~ ~~shares~~the ofCompany’s ~~common~~outstanding ~~stock~~convertible atdebt ~~September~~is ~~30,~~convertible ~~2016.~~into ~~Basic~~approximately 15,983,302,143 and ~~diluted~~8,228,986,111, ~~loss~~shares ~~per~~of ~~share~~common ~~was~~stock, ~~the~~respectively. ~~same~~Additionally, ~~for~~as ~~each~~of ~~period~~March ~~presented~~31, as2017, ~~the~~and ~~inclusion~~2016, ofthere ~~all~~were ~~potential~~warrants ~~common~~outstanding ~~shares~~to ~~outstanding~~purchase ~~would~~179,886 ~~have~~shares ~~been~~of ~~anti-dilutive~~common stock.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, 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 derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

For option-based 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 $6,352 and $7,463 for the three months ended March 31, 2017, and 2016, 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.

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~~Advertising~~Recent ~~Costs~~Accounting Pronouncements

~~The~~In ~~Company’s~~May ~~policy~~2014, ~~regarding~~Financial ~~advertising~~Accounts Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC Topic 606, “Revenue Recognition”. This ASU is based on the principle that revenue is recognized to ~~expense~~depict ~~advertising~~the ~~when~~transfer ~~incurred~~of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ~~The~~ASU ~~Company~~2014-09 ~~incurred~~also ~~advertising~~requires ~~expense~~additional disclosure about the nature, amount, timing and uncertainty of ~~$16~~revenue and cash flows arising from customer contracts,~~497~~ including significant judgments and ~~$13~~changes in judgments,~~597~~ ~~during~~and ~~the~~assets ~~nine~~recognized ~~month~~from ~~periods~~costs ~~ended~~incurred ~~September~~to ~~30,~~obtain ~~2016~~or fulfill a contract. The amendments in ASU 2014-09 are effective for annual and ~~2015~~interim periods beginning after December 15, ~~respectively~~2017.

~~Property~~ASU 2014-09 provides that an entity should apply a five-step approach for recognizing revenue, including (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and ~~Equipment~~(5) recognizing revenue when, or as, the entity satisfies a performance obligation. Also, the entity must provide various disclosures concerning the nature, amount and timing of revenue and cash flows arising from contracts with customers. The Company is currently working through the assessment phase of implementing this guidance.

~~Property~~In ~~and~~February ~~equipment~~2016, isFASB ~~stated~~issued atAccounting ~~historical~~Standards ~~cost~~Update ~~less~~(“ASU”) ~~accumulated~~2016-02, “Leases ~~depreciation~~(Topic 842)”. ~~Depreciation~~Under this guidance, an entity is ~~provided~~required ~~using~~to ~~the~~recognize ~~straight~~right-~~line~~of-use ~~method~~assets ~~over~~and ~~the~~lease ~~three~~liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to ~~five~~disclose ~~year~~qualitative ~~estimated~~and ~~useful~~quantitative ~~lives~~information about leasing arrangements to enable a user of the ~~assets.~~financial ~~Depreciation~~statements ~~expense~~to ~~totaled~~assess ~~$16~~the amount,~~162~~ timing and ~~$18,721~~uncertainty ~~for~~of ~~the~~cash ~~nine~~flows ~~month~~arising from leases. This guidance is effective for annual reporting periods ~~ended~~beginning ~~September~~after December 3015, ~~2016~~2018, including interim periods within that reporting period, and ~~2015~~requires a modified retrospective adoption, ~~respectively~~with early adoption permitted. The Company does not anticipate this ASU having a material impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not anticipate this ASU having a material impact on the Company’s consolidated financial statements.

~~Stock-based~~Other ~~compensation~~recent isaccounting ~~accounted~~pronouncements ~~for~~issued atby ~~fair~~the ~~value~~FASB in(including ~~accordance~~its ~~with~~Emerging ~~ASC~~Issues ~~718.~~Task ~~To date~~Force), the ~~Company~~AICPA, ~~has~~and ~~not~~the ~~adopted~~Securities aExchange ~~stock~~Commission ~~option~~(the ~~plan~~"SEC") ~~and~~did ~~has~~ not ~~granted~~or ~~any~~are ~~stock~~not ~~options.~~believed ~~During~~by ~~the~~management ~~nine~~to ~~months~~have ~~ended~~a ~~September~~material ~~30,~~impact ~~2016,~~on ~~the~~our ~~Company~~present ~~did~~or ~~not~~future ~~issue~~consolidated ~~any~~financial ~~stock-based payments to its employees~~statements.

~~Accounting~~NOTE ~~Pronouncements~~3 – INVENTORIES

NoInventory, ~~accounting~~consisting ~~standards~~of orfood ~~interpretations~~and ~~issued~~beverages, oris ~~recently~~stated ~~adopted~~at ~~are~~the ~~expected~~lower toof ~~have~~cost aor ~~material~~market ~~impact~~and onwas ~~the~~$33,848 ~~Company’s~~as ~~financial~~of ~~position~~March 31, ~~operations~~2017, orand ~~cash~~December ~~flows~~31, 2016.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and consisted of the following at March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Equipment	$	187,933		$	187,933
Less: Accumulated depreciation		(145,741	)		(140,093	)
Property and equipment, net	$	42,192		$	47,840

Depreciation expense was $5,648 and $5,155 for the three months ended March 31, 2017 and 2016, respectively.

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NOTE 5 – NOTES PAYABLE

~~The~~In ~~Company~~October ~~has~~2013, ~~outstanding~~COHP assumed a ~~promissory note for~~ $50,000 promissory note issued inby GRAS on May 26, 2011 to Cross Border Capital, LLC. (“Cross Border”). The note is secured by the Company’'s common stock, ~~bears 8% interest,~~ and was due on January 26, 2012. The note is currently in default ~~with~~and athe default interest rate ofis 12%. ~~The~~Total ~~Company~~interest ~~received~~expense ~~demand~~was $2,862 and $1,479 for ~~payment~~the onthree ~~this~~months ~~note~~ended ~~including~~March ~~default~~31, ~~interest~~2017, inand ~~the~~2016, ~~second~~respectively. On ~~quarter~~December of15, 2016, ~~and~~Cross ~~recorded~~Border ~~additional~~filed ~~interest~~a ~~expense~~complaint in the State of $7North Carolina,~~786~~ atCounty ~~the~~of ~~default~~Mecklenburg, ~~interest~~for ~~rate~~non-payment of the note. InOn ~~addition~~November 17, 2017 Cross Border was granted a judgment against the Company ~~currently~~in ~~has~~the amount of $31115,~~000~~234, ininclusive ~~notes~~of ~~payable~~attorney tofees. ~~various~~On ~~parties~~May ~~bearing~~11, ~~interest~~2018, atthe 8%Company and Cross Border entered into a $85,000 ~~all~~promissory ofnote ~~which~~(the ~~have~~“Promissory ~~matured~~Note”) ~~and~~to ~~are~~resolve inthe ~~default~~matter. ~~Interest~~The ~~expense~~terms onof repayment of the ~~total~~Promissory ~~principal~~Note ~~balance~~are eight payments of $815,000 ~~was~~each $beginning on May 14,~~129~~ ~~for~~2018 and on the ~~nine~~14th ~~months~~of ~~ended~~the ~~September~~next ~~30,~~seven ~~2016.~~(7) ~~Additional~~months, ~~notes~~and ina ~~the~~final ~~amount~~payment of $~~300~~45,000 ~~outstanding~~on atJanuary ~~December~~14 ~~31,~~2019. ~~2015~~The ~~and~~Company ~~accrued~~remitted ~~interest~~4 payments of $175,000 ~~was~~each ~~repaid~~ during the ~~nine~~months ~~month~~of ~~period~~May ~~ended~~2018 ~~September~~through 30August 2018, ~~2016~~and is in default of the Promissory Note. AAs ~~demand~~of ~~note~~March in31, 2017, and December 31, 2016, the ~~amount~~principal balance of $1650,000 ~~with~~is ~~interest~~included atin ~~36%~~notes ~~per~~payable, ~~annum~~and ~~was~~accrued ~~issued~~interest inof ~~July~~$45,654 ~~2016~~and ~~all~~$42,792 as of ~~which~~March ~~remained~~31, ~~unpaid~~2017, ~~with~~and December 31, 2016, is included in accrued interest. The Promissory Note contains the personal guaranty of $1the Company’s Secretary,~~152~~ atwho ~~September~~is ~~30,~~also ~~2016~~a Director of the Company.

During the year ended December 31, 2016, the Company issued two notes (the “2016 Notes”) in the aggregate of $22,200, and the Company recorded interest expense of $2,400 for the year ended December 31, 2016. In January 2017, the Company paid the 2016 Notes in full.

The activity for the three months ended March 31, 2017, and the year ended December 31, 2016, is as follows:

	March 31, 2017			December 31, 2016
Beginning balance	$	103,200		$	81,300
Advances		-			22,200
Payments		(22,200	)		(300	)
	$	81,000		$	103,200

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. ~~Additional loans have also been made by officers and related parties to the Company for general working capital purposes.~~

The activity for the ~~nine~~three ~~month~~months ~~period~~ended March 31, 2017 and the year ended ~~September~~December 3031, 2016 is as follows:

	September 30,2016
	March 31, 2017			December 31, 2016
Beginning balance at December 31, 2015	$	483,932
Beginning balance	$	640,892		$	483,932
Advances, net		~~139~~609,~~202~~570			286,053
Balance, September 30, 2016	$	623,134
Payments		(744,220	)		(152,000	)
	$	506,242		$	640,892

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NOTE 7 -– CONVERTIBLE NOTES PAYABLE

AsOn ofOctober ~~December~~29, 312013, ~~2015~~the ~~there~~Company ~~was~~issued a ~~total~~convertible promissory note to Cresthill Associates (“Cresthill”) in the principal amount of $425,~~367~~000 with an interest rate of 8% (12% default rate in effect) per annum due on October 29, 2014, in payment of a $25,000 fee for work performed to complete the ~~Gulfstream~~acquisition ~~1998~~of ~~Irrevocable~~the ~~Trust~~assets inof ~~convertible~~Carmela's ~~notes~~Pizzeria. ~~payable~~This ~~that~~note ~~were~~is convertible by the holder at any time at 45% of the lowest trading price in the ~~thirty~~ninety trading days before the conversion ~~creating~~beginning asix ~~derivative~~months ~~liability~~from the issue date. During the ~~nine~~year ~~month~~ended ~~period~~December ~~ended~~31, ~~September~~2014, 30$12,500 ~~2016~~of this note was sold to Beaufort Capital Partners, ~~the~~LLC ~~entire~~(“Beaufort”). ~~balance~~As of ~~these~~March ~~notes~~31, ~~was~~2017, ~~repaid~~and ~~leaving~~December no31, 2016, the remaining balance ~~due~~of atthe ~~September~~note 30was $12,500 ~~2016~~payable to Beaufort.

OnIn ~~October~~November ~~29,~~ 2013, the Company issued a convertible promissory note to ~~Cresthill~~Asher ~~Associates~~Enterprises, Inc. (“Asher”) in the principal amount of $2522,~~000~~500 with an interest rate of 8% ~~per~~(12% ~~annum~~default ~~due~~rate onin ~~October~~effect) ~~29,~~per ~~2014~~annum indue ~~payment~~on ofAugust ~~a $25~~27,~~000~~ ~~fee for work performed to complete the acquisition of the assets of Carmela’s Pizzeria~~2014. ~~This~~The note is convertible by the holder atafter ~~any~~180 ~~time~~days at 45% of the lowest trading price in the ~~ninety~~thirty trading days before the conversion ~~beginning six months from the issue date~~. In ~~the quarter ended December 31,~~ 2014, $1213,500 ~~of this note~~ was ~~sold~~converted toand ~~Beaufort Capital the entire balance of which remains unpaid. In the quarter ended June 30, 2015,~~ $69,~~250~~000 of ~~this~~the note was sold to MMCareBourn ~~Visionary~~Capital ~~Consultants,~~LP ~~which~~(“Carebourn”). ~~converted~~As ~~that~~of ~~entire~~March ~~balance to common stock in the year ended December~~ 31, ~~2015~~2017, ~~leaving~~and ~~a balance due to MM Visionary Consultants of $0 as of that date. In the year ended~~ December 31, ~~2015~~2016, the remaining ~~$6,250~~balance of ~~this~~the note was ~~sold to Microcap Equity leaving a remaining balance of~~ $~~0 as of December 31~~9,000 ~~2015~~ payable to ~~Cresthill Associates~~CareBourn. ~~During the year ended December 31, 2015, Microcap equity converted $833 of this amount leaving a balance due at that date of $5,417, which remains outstanding at September 30, 2016.~~

InOn ~~November~~December 9, 2013, the Company issued a convertible promissory note to ~~Asher~~Carebourn ~~Enterprises~~ in the principal amount of $225,~~500~~000 with an interest rate of 8% (12% default rate in effect) per annum due on ~~August~~June 279, 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. InDuring ~~April~~the ~~2014,~~year ~~this~~ended ~~note~~December ~~was~~31, 2014, CareBourn sold ~~and~~the ~~assigned~~note to ~~two~~Booski ~~entities~~Consulting ~~unaffiliated~~LLC, ~~with~~a ~~Asher~~Minnesota orlimited ~~the~~liability ~~Company~~company ~~including~~(“Booski $9MN”). On April 5,~~000~~ 2015 Booski MN sold the note to ~~CareBourn~~Booski ~~Capital~~Consulting ~~that~~LLC, ~~remains~~a ~~outstanding~~Florida aslimited liability company (“Booski FL”). As of ~~September~~March 3031, 2017, and December 31, 2016., the remaining balance of the note was $1,023.

OnIn ~~December~~January 92014, ~~2013,~~ the Company issued a ~~convertible~~total ~~promissory~~of ~~note~~$10,000 ~~to CareBourn Capital~~ in ~~the~~convertible ~~principal~~promissory ~~amount~~notes ofto ~~$5,000~~Carebourn with an interest rate of 8% (12% default rate in effect) per annum due onin ~~June~~July 9, 2014. ~~This~~These ~~note~~notes isare convertible by the holder at any time at 5045% of the average of the three lowest trading prices in the ten trading days before the conversion. During the ~~quarter~~year ended December 31, ~~2014~~2015, ~~CareBourn~~Carebourn sold ~~this~~the ~~note~~remaining toprincipal ~~Booski~~of ~~Consulting,~~the annote ~~unaffiliated~~to ~~third~~Booski ~~party,~~MN. ~~which~~On ~~converted~~April $25,~~600~~ in2015 ~~principal~~Booski onMN sold the note ~~leaving~~to aBooski ~~balance due of $2,400 at December 31, 2015~~FL. During the ~~nine~~three ~~month~~months ~~period~~ ended ~~September~~March 3031, ~~2016~~2017, $12,~~763~~142 of ~~this~~principal ~~note~~ was converted tointo 3547,~~260~~603,~~938~~583 shares of common stock at ~~$0.00005 per share leaving~~ a ~~balance~~conversion ~~due~~price onof ~~the~~$0.00004. ~~note~~As atof ~~that~~March ~~date~~31, of2017, ~~$637.~~and ADecember $231,~~769~~ ~~decrease~~2016, inthe ~~derivative~~remaining ~~liability~~balance ~~was~~of ~~recorded~~the asnote awas ~~result~~$3,202 ofand ~~the~~$5,344, ~~conversions~~respectively.

InOn ~~January~~April 7, 2014, the Company issued a ~~total~~convertible ofpromissory ~~$10,000~~note into ~~convertible~~Adar ~~promissory~~Bays ~~notes~~LLC to(“Adar ~~CareBourn~~Bays”) ~~Capital~~in the principal amount of $37,000 with an interest rate of 8% (16% default rate in effect) per annum due inon ~~July~~April ~~2014~~1, 2015. ~~These~~The ~~notes~~note ~~are~~is convertible by the holder at ~~any time at 45~~50% of the ~~average of the three~~ lowest ~~trading~~closing ~~prices~~bid price in the ten trading days before the conversion. ~~During~~As ~~the~~of ~~year~~March ~~ended December~~ 31, ~~2014~~2017, ~~the~~and ~~holder~~December ~~converted~~31, $52016,~~000~~ ofthe ~~these~~remaining ~~notes~~principal ~~leaving a~~ balance ~~due~~ of ~~$5,000~~the atnote ~~both~~was ~~December 31~~$15, ~~2015 and September 30, 2016, respectively~~842.

On ~~February~~April 1817, 2014, the Company issued ~~$62,500 in~~ a convertible promissory note to ~~CareBourn~~Beaufort ~~Capital~~in the principal amount of $25,000 with an interest rate of 810% (15% default rate in effect) per annum due inon ~~August~~October 17, 2014. ~~This~~The note is convertible by the holder at ~~any time at 50~~40% of the ~~average of the three~~ lowest ~~trading~~closing ~~prices~~bid price in the ~~ten~~twenty trading days before the conversion. ~~During~~As ~~the year ended December 31, 2014 the holder converted $4,590 in principal on these notes leaving a balance due~~ of ~~$57,910~~March ~~at December~~ 31, ~~2014. An $8~~2017,~~900~~ ~~decrease~~and ~~in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $57,910 at~~ December 31, ~~2014. During the year ended December 31~~2016, ~~2015, a total of $55,306 in principal on these notes was converted to stock leaving a balance due of $2,604 at December 31, 2015. During~~ the ~~nine months ended September 30, 2016 the~~ remaining balance of ~~$2,604 in principal and $5 in interest was converted to 65,096,545 shares of common stock at $0.00004 per share. A $5,288 decrease in derivative liability was recorded as a result of~~ the ~~conversions and the principal balance due on the~~ note was $~~0 as of September 30~~14, ~~2016~~655. During the nine month period ended September 30, 2016 interest payable in the amount of $6,935 was also converted into 173,300,067 shares of common stock at $0.00004 per share resulting in derivative liability expense of $10,398.

10On July 15, 2014, the Company issued a convertible promissory note to Gregory Galanis for services rendered in the principal amount of $13,500 with an interest rate of 8% (12% default rate in effect) per annum due on April 15, 2015., The note is convertible by the holder at 45% of the lowest closing bid price in the ninety trading days before the conversion. As of March 31, 2017, and December 31, 2016, the remaining balance of the note was $13,500.

On ~~April~~September 71, 2014, the Company issued a convertible promissory note to ~~Adar~~Cresthill ~~Bays~~for services rendered in the principal amount of $3712,~~000~~500 with an interest rate of 8% (18% default rate in effect) per annum due on ~~April~~July 1, 2015. The note is convertible by the holder ~~after 180 days~~ at 5045% of the lowest closing bid price in the ~~ten~~thirty trading days before the conversion. During the year ended December 31, ~~2014~~2015, the ~~holder~~note ~~converted~~was ~~$12,004~~sold into ~~principal~~Codes onCapital. ~~these~~As ~~notes leaving a balance due~~ of ~~$24,996~~March ~~as of December~~ 31, ~~2014.~~2017, ~~During~~and ~~the year ended~~ December 31, ~~2015~~2016, athe ~~total~~remaining ~~of $4,543 in principal on these notes was converted leaving a~~ balance ~~due on this note~~ of ~~$20,453 at that date. During~~ the ~~nine~~note ~~month period ended September 30, 2016 $2,150 in principal~~ was ~~converted on this note to 43,000,000 shares of common stock at~~ $~~0.00005 per share leaving a balance due on the note at September 30~~9, ~~2016 of $18,303~~650. ~~A $3,377 decrease in derivative liability was recorded as a result of the conversions.~~

On11 ~~April~~Table ~~17, 2014, the Company issued a convertible promissory note to Beaufort Capital in the principal amount~~ of $25,000 with an interest rate of 10% per annum due on October 17, 2014. The note is convertible by the holder after 180 days at 60% of the lowest closing bid price in the twenty trading days before the conversion. During the year ended December 31, 2014, $10,345 of these notes were converted leaving a balance due of $14,655 as of December 31, 2015 and September 30, 2016, respectively.Contents

On ~~July~~October 159, 2014, the Company issued a convertible promissory note to ~~Gregory~~LG ~~Galanis~~Capital in the principal amount of $1326,500 with an interest rate of 8% ~~per~~(24% ~~annum~~default ~~due~~rate onin ~~April~~effect) ~~15,~~per ~~2015,~~annum indue ~~exchange~~on ~~for~~October ~~$13~~9,~~500~~ ~~in debt owed Mr~~2015. ~~Galanis for services rendered to the Company.~~ The note is convertible by the holder ~~after 180 days~~ at 4550% of the lowest closing bid price in the ~~ninety~~ten trading days before the conversion. ~~The~~During ~~entire~~the ~~balance~~three months ended March 31, 2017, $10,240 of ~~this~~principal ~~note~~and ~~remained~~$3,971 ~~outstanding~~of interest were converted into 284,224,200 shares of common stock at ~~December~~a conversion price of $0.00005. As of March 31, ~~2015~~2017, and ~~September~~December 3031, 2016, the remaining balance of the note was $9,335 and $19,575, respectively.

On ~~September~~October 19, 2014, the Company issued a back-end convertible promissory note to ~~Cresthill~~LG ~~Associates~~Capital in the principal amount of $1226,500 with an interest rate of 8% (24% default rate in effect) per annum due on ~~July~~October 19, 2015,. inThe ~~exchange~~note ~~for~~was ~~$12,500~~funded inon ~~debt~~April ~~owed~~14, ~~Cresthill for services rendered to the Company~~2015. The note is convertible by the holder ~~after 180 days~~ at 4550% of the lowest closing bid price in the ~~thirty~~ten trading days before the conversion. ~~and~~As ~~the~~of ~~entire~~March ~~amount was outstanding at December~~ 31, ~~2014.~~2017, Inand ~~the year ended~~ December 31, ~~2015~~2016, the ~~entire~~remaining balance of ~~this note was sold to Codes Capital, which converted a total of $1,763 in principal on these notes leaving a balance due of $10,737 at December 31, 2015. During~~ the ~~nine month period ended September 30, 2016 and additional $1,088 in principal on this~~ note was ~~converted to 24,666,667 shares of common stock at~~ $~~0.00005 per share leaving a balance due at September 30~~23, ~~2016 of $9,650~~200.

On ~~October~~November 93, 2014, the Company issued a convertible promissory note to LGBeaufort ~~Funding~~ in the principal amount of $2612,500 due on May 3, 2015, with an interest rate of 85% per annum, ~~due~~which onaccrues ~~October~~only 9,in ~~2015~~the event of a default and only from such default date until the note is paid in full. The note is convertible by the holder ~~after 180 days~~ at 5055% of the lowest closing bid price in the ~~ten~~ninety trading days before the conversion. ~~The~~As ~~entire balance~~ of ~~this~~March ~~note~~31, ~~remained~~2017, ~~outstanding~~and at December 31, ~~2015. During the nine month period ended September 30,~~ 2016 $3,~~300~~ inthe ~~principal~~remaining ~~was~~balance ~~converted on this note to 70,364,600 shares~~ of ~~common stock at $0.00005 per share leaving a balance due on~~ the note atis ~~September 30, 2016 of~~ $2312,~~200~~500. ~~A $5,183 decrease in derivative liability was recorded as a result of the conversions.~~

11During the year ended December 31, 2014, there were three convertible notes in the aggregate of $13,100 issued to the Gulfstream 1998 Irrevocable Trust (the “Trust”) with an interest rate of 8% (18% default rate in effect) per annum. These notes are convertible at 45% of the lowest trading price in the thirty trading days before the conversion. During the year ended December 31, 2015, the notes were sold by the Trust to Codes Capital LLC (“Codes Capital”). As of March 31, 2017, and December 31, 2016 the balance of the notes sold to Codes Capital was $13,100.

On ~~November~~February 39, ~~2014~~2015, the Company issued a convertible promissory note to ~~Beaufort~~CareBourn ~~Capital~~ in the principal amount of $1273,~~500~~000 due on ~~May~~December 327, 2015, with an interest rate of 512% ~~per~~(22% ~~annum,~~default ~~which~~rate ~~accrues only~~ in ~~the~~effect) ~~event~~per ~~of a default and only from such default date until the note is paid in full~~annum. The note is convertible by the holder ~~after 180 days~~ at 5040% of the three lowest closing bid ~~price~~prices in the ten trading days before the conversion. ~~The~~During ~~entire~~the ~~balance~~three months ended March 31, 2017, $10,620 of ~~this~~principal ~~note~~was ~~remained~~converted ~~outstanding~~into 265,508,333 shares of common stock at ~~December~~a conversion price of $0.00004. As of March 31, ~~2015~~2017, and ~~September~~December 3031, 2016, the remaining balance of the note was $59,376 and $69,996, respectively.

On ~~February~~April 91, 2015, the Company issued a convertible promissory note to ~~CareBourn~~SoFran, ~~Capital~~LLC in the principal amount of $7350,000 due on ~~December~~January 271, 2015, with an interest rate of 12% per annum. This note was issued as part of a consulting contract entered into with SoFran, LLC for services to be rendered in connection with the Company's plans to set up a national franchising program. The note is convertible by the holder ~~after 180 days~~ at 40% of the three lowest closing bid prices in the ten trading days before the conversion. ~~The~~As ~~entire balance~~ of ~~this~~March ~~note~~31, ~~remained~~2017, ~~outstanding~~and at December 31, ~~2015~~2016, ~~and~~the ~~September~~remaining ~~30,~~balance ~~2016,~~of ~~respectively~~the note was $50,000.

OnAt ~~April~~varying 1,times in 2015, the Company issued a convertible promissory ~~note~~notes to ~~SoFran,~~Cresthill ~~LLC~~ in the aggregate principal amount of $5031,~~000~~500 due onat ~~January~~various 1,times ~~2015~~through August 2016, with an interest rate of 128% per annum. ~~This~~(12% ~~note~~default ~~was~~rate ~~issued as part of a consulting contract entered into with SoFran for services to be rendered~~ in ~~connection with the Company’s plans to set up a national franchising program. In addition to this note~~effect), ~~SoFran was paid $10,000~~ in ~~April~~exchange ~~2015~~for ~~and~~amounts ispayable ~~due an additional $5,000. Certain future payments totaling $35,000 may be due~~ to ~~SoFran~~Cresthill ~~under~~for ~~the~~services ~~contract upon them reaching certain performance benchmarks~~rendered. The ~~note~~notes isare 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~~During ~~entire~~the ~~balance~~three ofmonths ~~this~~ended ~~note~~March ~~remained~~31, ~~outstanding~~2017, atCresthill ~~December~~sold the notes to Carebourn. As of March 31, ~~2015~~2017, and ~~September~~December 3031, 2016, ~~respectively~~the remaining balance of the notes was $31,500.

On ~~April~~July 1420, 2015, LGthe ~~Capital~~Company ~~Funding~~issued ~~funded~~ a convertible promissory note to CareBourn in the principal amount of $2615,500 ~~that~~due ~~was issued~~ on ~~October~~April 920, ~~2014 and secured at that time by a note payable to the Company with like terms. This note is due on October 9~~2016, ~~2015~~ with an interest rate of 812% (22% default rate in effect) per annum. The note is convertible by the holder after 180 days at 5040% of the three lowest closing bid ~~price~~prices in the ~~ten~~ninety trading days before the conversion. ~~The~~As ~~entire balance~~ of ~~this~~March ~~note~~31, ~~remained~~2017, ~~outstanding~~and at December 31, ~~2015~~2016, ~~and~~the ~~September~~remaining ~~30,~~balance ~~2016,~~of ~~respectively~~the note was $15,500.

On ~~May~~March 54, ~~2015~~2016, the Company issued a convertible promissory note to ~~Cresthill~~CareBourn ~~Associates~~ in the principal amount of $1633,~~500~~000 due on ~~November~~December 54, ~~2015~~2016, with an interest rate of 812% ~~per~~(22% ~~annum,~~default rate in ~~exchange~~effect) ~~for~~per ~~amounts payable to Cresthill for services rendered~~annum. The note is convertible by the holder ~~after 180 days~~ at 4540% of the three lowest ~~last~~closing ~~sales~~bid ~~price~~prices in the ~~thirty~~ninety trading days before the conversion. ~~The~~As ~~entire balance~~ of ~~this~~March ~~note~~31, ~~remained~~2017, ~~outstanding~~and at December 31, ~~2015~~2016, ~~and~~the ~~September~~remaining ~~30,~~balance ~~2016,~~of ~~respectively~~the note was $33,000.

On ~~May~~January 273, ~~2015~~2017, the Company issued a ~~convertible~~Convertible ~~promissory~~Promissory ~~note~~Note todated ~~CareBourn~~December ~~Capital~~30, 2016 (“Note”) in the principal amount of $10279,~~500~~565 ~~due on February 27, 2016~~ with an interest rate of 12% (22% default rate in effect) per annum, due December 30, 2018 to CareBourn (the “Carebourn Note”). ~~Debt~~The ~~issuance~~Carebourn ~~costs~~Note requires daily payments of principal and/or interest of $~~3,000~~600. ~~were~~Any ~~recorded~~amount ~~for~~of ~~net~~principal ~~proceeds~~or interest on this Note that is not paid following an event of default pursuant to the ~~Company~~terms of ~~$7,500~~the Note shall bear interest at the rate of twenty-two percent (22%) per annum until the same is paid. The ~~note~~Conversion isPrice ~~convertible~~shall be 40% multiplied by the ~~holder~~Market ~~after~~Price ~~180~~(representing ~~days~~a atdiscount ~~40%~~rate of 60%). Market Price means the ~~three~~average of the lowest ~~closing~~Trading ~~bid~~Price ~~prices~~for inthe Common Stock during the ~~ninety~~twenty ~~trading~~(20) ~~days~~Trading ~~before~~Day period ending on the ~~conversion~~latest complete Trading Day prior to the Conversion Date. ~~The~~Lenders ~~entire~~fees ~~balance~~and costs of ~~this~~$44,965 were recorded for net proceeds to the Company of $234,600. The embedded conversion feature included in the note ~~remained~~resulted ~~outstanding~~in atan ~~December~~initial 31debt discount of $279,565, ~~2015~~an initial derivative expense of $638,503 and an initial derivative liability of $918,068. ~~During~~For the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017, ~~$1,919~~amortization of ~~this~~the ~~note~~debt discount of $34,946 was ~~converted~~charged to 47interest expense. During the three months ended March 31,~~974~~ 2017,~~345~~ ~~shares~~$34,200 of ~~common~~principal ~~stock~~payments atwere ~~$0.00004~~made ~~per~~and ~~share~~the ~~leaving~~remaining a balance ~~due~~of atthe ~~September~~note 30as of March 31, ~~2016~~2017 ofis $8245,~~581~~365.

On12 ~~August~~Table ~~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 is convertible 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 and September 30, 2016, respectively.Contents

12Total interest expense on these notes was $26,911 and $8,663 for the three months ended March 31, 2017 and 2016, respectively.

OnA ~~July~~summary ~~20,~~of ~~2015~~ the ~~Company issued a~~ convertible ~~promissory~~notes ~~note~~payable tobalance ~~CareBourn~~as ~~Capital in the principal amount~~ of ~~$15,500~~March ~~due on April 20~~31, ~~2016 with an interest rate of 12% per annum. Debt issuance costs of $3~~2017,~~000~~ ~~were~~and 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 and September 30,~~ 2016, ~~respectively.~~is as follows:

On July 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 and September 30, 2016, respectively.

	March 31, 2017		December 31, 2016
Principal balance	$	572,247	$	349,884
Unamortized discount		244,619		-
Ending balance, net	$	327,628	$	349,884

OnThe ~~November~~following ~~16,~~is ~~2015 the Company issued~~ a ~~convertible~~roll-forward ~~promissory~~of ~~note to Cresthill Associates in~~ the ~~principal~~Company’s ~~amount~~convertible ofnotes ~~$7,500~~and ~~due~~related ondiscounts ~~August 16, 2016 with an interest rate of 8% per annum in exchange~~ for ~~amounts payable to Cresthill for services rendered. The note is convertible by~~ the ~~holder~~three ~~after~~months ~~180~~ended ~~days~~March at31, ~~45%~~2017 ofand the ~~lowest~~year ~~last~~ended ~~sales price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at~~ December 31, ~~2015 and September 30,~~ 2016~~, respectively.~~:

On March 4, 2016 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $33,000 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 $30,000. The note is convertible by the holder after 90 days at 40% of the lowest closing bid price in the ninety trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015 and September 30, 2016, respectively.

	Principal Balance			Debt Discounts			Total
Balance January 1, 2016	$	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 December 31, 2016		349,884			-0-			349,884
New issuances		279,565			(279,565	)		-0-
Conversions		(23,002	)		-			(23,002	)
Cash payments		(34,200	)		-			(34,200	)
Amortization		-			34,946			34,946
Balance at March 31, 2017	$	572,247		$	244,619		$	327,628

Total interest expense on these notes was $27,104 for the nine months ended September 30, 2016.

A summary of convertible notes payable as of September 30, 2016 is as follows:

Face Value	Balances12/31/15		Issuance of new convertiblenotes			Amortization of discount on convertibleNotes		Debenture conversions & payments nine months ended 9/30/16			Balances9/30/16
Notes outstanding at 12/31/2015	$	319,384		-			-	$	(17,190	)	$	302,194
2016 note issuances		-	$	33,000			-		-			33,000
Note discount				(61,100	)	$	90,450		-			29,350
Total	$	319,384	$	28,100		$	90,450	$	(17,190	)	$	364,544

NOTE 8 – DERIVATIVE LIABILITY

The Company ~~has~~ determined that the conversion features of ~~certain~~the ofconvertible ~~its~~ notes ~~represent~~represented an embedded ~~derivative~~derivatives since the ~~notes~~Notes are convertible into a variable number of shares upon conversion. See Note 7. Accordingly, ~~they~~the notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature ~~must~~is be bifurcated from the debt host and accounted for as a derivative liability. ~~The~~Accordingly, the fair value of ~~this~~these derivative ~~instrument~~instruments ~~has~~are ~~been~~ recorded as aliabilities ~~liability~~ on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note, with any excess of the ~~notes~~fair value of the derivative component over the face amount of the note recorded as an expense on the issue date. Such ~~discount~~discounts ~~will~~are beamortized ~~accreted~~ from the ~~commencing~~ date of ~~conversion~~issuance ~~period~~ to the maturity ~~date~~dates of the ~~notes~~Notes. The change in the fair value of the derivative ~~liability~~liabilities ~~will~~are be recorded in other income or expenses in the ~~statement~~condensed consolidated statements of operations at the end of each period, with the offset to the derivative ~~liability~~liabilities on the balance sheet. See Note 7.

13During the three months ended March 31, 2017, the Company valued the new derivative liabilities at inception at $918,068 and for all convertible notes at March 31, 2017, and December 31, 2016, at $2,182,954 and $1,376,717, respectively. The Company used the Monte Carlo simulation valuation model with the following assumptions at inception; a risk-free interest rate of 1.22% and volatility of 369%, at March 31, 2017, a risk-free interest rate range of .91% to 1.21% and volatility of 312% to 317% and for the year ended December 31, 2016; a risk-free interest rate of .76% and volatility of 225%.

~~The~~13 ~~beneficial~~Table ~~conversion feature included in the notes that became convertible during the nine months ended September 30, 2016 resulted in initial note discounts~~ of $61,100 and an initial loss on the valuation of the derivative liabilities of $89,175 based on the initial fair value of the derivative liabilities of $150,275. The fair value of the embedded derivative liabilities for notes not in default were calculated at the conversion commencement dates utilizing the following assumptions:Contents

Note convertible date	3/4/16
Note amount	$	33,000
Stock price at convertible date	$	.0001
Expected life (years)		.50
Risk free interest rate		.48	%
Volatility		100	%
Initial derivative value	$	54,275

A summary of the activity related to derivative liabilities for the three months ended March 31, 2017, and the year ended December 31, 2016, is as follows:

At September 30, 2016, the following notes remained convertible and not fully converted. All convertible notes beyond their maturity dates totaling $345,549 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 September 30, 2016 utilizing the following assumptions:

	March 31, 2017			December 31, 2016
Beginning Balance	$	1,376,717		$	572,565
Initial Derivative Liability		918,068			89,176
Reclassification for note conversions		(78,583	)		(100,595	)
Reclassification for note payments		(112,310	)		(3,135	)

Fair Value Change		79,062			812,206
Ending Balance	$	2,182,594		$	1,376,717

Note convertible date	3/4/16			Matured
Note amount	$	33,000		$	342,544
Stock price at convertible date	$	.0001		$	0.0001
Expected life (years)		.18			.50
Risk free interest rate		.31	%		.49	%
Volatility		250	%		100	%
9/30/16 derivative value	$	54,892		$	488,908

For the three months ended March 31, 2017, the Company recorded derivative expense of $650,220 consisting of the initial derivative expense of $683,468, the above fair value change of $79,062 offset by $112,310 of reclassifications to derivative income for note repayments. For the three months ended March 31, 2016, there was a credit of derivative expense of $78,072 and was comprised of the initial derivative expense of $4,689 and the fair value change of a credit of $82,761.

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.

~~2016~~2017 Common Stock Issuances

During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017, the Company issued ~~459~~597,~~663~~336,~~162~~116 shares of common stock upon conversion of $1923,~~979~~002 in principal and $3,971 of accrued interest on convertible notes representing a value of approximately $0.00005 per share. InAs ~~addition,~~of weMarch ~~incurred~~31, ~~loss~~2017, onthere ~~conversion~~are on2,465,247,199 ~~the~~ shares ~~totaling~~of ~~$31,685~~common ~~for~~stock aissued ~~total~~and ~~cost to the Company of $51,664~~outstanding.

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 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 ~~September~~March 3031, 2017, and December 31, 2016, no conversion ~~has~~have taken place and 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 March 31, 2017, and December 31, 2016, 44,000 shares remain outstanding.

~~Effective~~14 ~~September~~Table ~~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 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 provide 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 will 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.Contents

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 March 31, 2017, and December 31, 2016, 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.~~

~~NOTE~~A 10summary -of ~~SUBSEQUENT~~the ~~EVENTS~~activity of the Company's outstanding warrants at March 31, 2017 and December 31, 2016 is as follows:

During the period from October 1, 2016 to December 4, 2016, the Company has issued 353,255,533 shares of common stock upon the conversion of $15,929 in principal and interest on its convertible notes.

	Warrants		Weighted-average exercise price		Weighted-average grant date fair value
Outstanding and exercisable at January 1, 2016		179,886	$	5.50	$	2.82

Outstanding and exercisable at December 31, 2016		179,886	$	5.50	$	2.82

Outstanding and exercisable at March 31, 2017		179,886	$	5.50	$	2.82

InThe ~~accordance~~following ~~with~~table ~~SFAS~~sets ~~165~~forth ~~(ASC 855-10)~~ the ~~Company~~exercise ~~has~~price ~~analyzed~~range, ~~its~~number ~~operations~~of ~~subsequent to September 30~~shares, ~~2016~~weighted toaverage ~~the~~exercise ~~date~~price ~~these financial statements were issued,~~ and ~~has~~remaining ~~determined~~contractual ~~that~~lives itof ~~does~~the ~~not~~warrants ~~have~~by ~~any~~groups ~~additional~~as ~~material~~of ~~subsequent~~March ~~events~~31, ~~to disclose in these financial statements other than those reported above.~~2017:

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

$	3.00		59,962	$	3.00	1.58 years

$	6.00		59,962		6.00	1.58 years

$	7.50		59,962		7.50	1.58 years

			179,886	$	5.50	1.58 years

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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:

Remainder for year ended December 31, 2017	$	43,825
2018		59,600
2019		60,200
2020		50,600
2021		50,825
Thereafter		83,200
Total	$	348,250

Rent expense was $12,950 and $11,700 for the three months ended March 31, 2017, and 2016, respectively.

NOTE 11 – RELATED PARTY TRANSACTIONS

As more fully disclosed in Note 6 – 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 AND MANAGEMENT’S PLANS

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.

On January 4, 2018, entered into an Asset Purchase Agreement (the “APA”) with Ngen Technologies USA Corp, (“Ngen”), a Texas corporation, Clifford Rhee (“Rhee”) and Edward Carter (“Carter”), whereby the Company, purchased assets of Ngen related to Ngen’s automotive technology Business. Also, on January 4, 2018, the Company entered into a Spin Out Agreement with Mr. Heineman (the “Buyer”), whereby the Buyer agreed to acquire Carmela’s from the Company in exchange for the Buyer assuming $193,283 of the Company’s debt obligations. On January 16, 2018, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Ngen and Ngen Technologies Korea, LTD. (“Nkor”), whereby the Company purchased 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”). Effective June 26, 2019, the Company entered into and completed a share exchange agreement (the "Share Exchange Agreement") with Ngen, the common stock shareholders of Ngen (the “Ngen Shareholders”) and Rhee and Carter. Ngen, through its’ wholly owned subsidiary Nkor, invents designs and develops innovative technologies and owns or licenses over 30 patents. Current products include state-of-art automotive muffler/silencer technologies and proprietary 3D mobile display module for smart phones and other telecommunication original equipment manufacturers. Ngen engages in the business of 3D technologies including automotive, mobile and display.

Pursuant to the above asset purchase agreements transactions with Ngen and Nkor, the Company is now focused on the production and delivery of products related to the automotive technology business and the 3D mobile business. Based on the acquisition of NGEN and NKOR, its’ wholly owned subsidiary, the Company will also now be focused on the commercialization of all the intellectual property, owned or licensed by NGEN and NKOR

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NOTE 13 – SUBSEQUENT EVENTS

From April 1, 2017 to the filing of this report, a total of 938,608,398 shares of common stock were issued upon the conversion of $31,519 in principal and $8,099 of interest due on certain of the Company's convertible promissory notes representing an average conversion price of $0.00004 per share.

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. The Company remitted 4 payments of $5,000 each during the months of May 2018 through August 2018, and is in default of the Promissory Note.

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 capital 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 Rhee and 500 shares of Series E Preferred Stock to Carter in conjunction with the signing of the Asset Purchase Agreement (see below). On June 26, 2019, pursuant to a Share Exchange Agreement (see below), Carter and Rhee each distributed 5 shares of Series E common stock to an unaffiliated Ngen shareholder. As of the date of this report, there are 1,000 shares of Series E Preferred stock issued and outstanding.

On November 28, 2017, Mr. 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 was also named the Interim Chief Financial Officer of the Company.

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. 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.

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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 with the remaining 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.

On January 4, 2018, entered into an Asset Purchase Agreement (the “APA”) with Ngen. 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 (the “Business”). The Company acquired the automotive technology Business from Ngen in exchange for 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. The acquisition included 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.

On January 16, 2018, the Company entered into Asset Purchase Agreement (the “Agreement”) with Ngen and 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.

On November 9, 2018, Rhee resigned from his position as Interim Chief Financial Officer as well as the Chairman of the Board of Directors (the “Board”) of the Company. Also, on November 9, 2018, Mr. Jason Koo resigned from his position as Chief Executive Officer of the Company.

On June 21, 2019, the Board appointed Mr. Rhee to the Board as well as named Mr. Rhee the Chief Executive Officer of the Company. The Board is now comprised of Mr. Carter and Mr. Rhee.

Effective June 26, 2019, the Company entered into and completed a share exchange agreement (the "Share Exchange Agreement") with Ngen, the Ngen Shareholders and Rhee and Carter, whereby Rhee and Carter, prior to the Share Exchange Agreement, were each the holder of 500 shares of our Series E Preferred Stock. Pursuant to the terms of the Share Exchange Agreement, the Ngen Shareholders transferred and exchanged 100% of the common stock of Ngen in exchange for the allocation of the 1,000 shares of the Series E Preferred Stock (the “Share Exchange”). There were no new shares issued in the Share Exchange Agreement. The Ngen Shareholders, as a group, own 100% of the Series E Preferred Stock and our executive officers and directors, as a group, now own 990 of our Series E Preferred Stock representing 99% of our issued and outstanding shares of Series E Preferred Stock. The Series E Preferred Stock is convertible into 85% of our common stock under certain terms and conditions. Upon completion of the share exchange pursuant to the Share Exchange Agreement, Ngen became our wholly owned subsidiary.

Ngen, through its’ wholly owned subsidiary Nkor, invents designs and develops innovative technologies and owns or licenses over 30 patents. Current products include state-of-art automotive muffler/silencer technologies and proprietary 3D mobile display module for smart phones and other telecommunication original equipment manufacturers. Ngen engages in the business of 3D technologies including automotive, mobile and display.

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On June 28, 2019, we sold Carebourn LLC, a Delaware limited partnership (“Carebourn LLC”) a convertible promissory note in the principal amount of $1,436,128 (the “Note”), pursuant to a Securities Purchase Agreement we entered into with them dated June 28, 2019. The Note bears interest at the rate of 10% per ninety (90) days and principal is due and payable on June 28, 2020. Interest payments of $143,613 are due on or before September 30, 2019, December 31, 2109, March 31, 2020 and June 28, 2020. We paid $100,195 to cover Carebourn’s transactional expenses and $33,007 was paid directly to professional service providers for past due accounting and auditing fees, which were included in the principal amount of the Note. The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment. The Note also contains customary positive and negative covenants.

On July 5, 2019, we sold More Capital, LLC (“More”) a convertible promissory note in the principal amount of $215,000 (the “Note”), pursuant to a Securities Purchase Agreement we entered into with them dated July 5, 2019. The Note bears interest at the rate of 10% per ninety (90) days and principal is due and payable on June 28, 2020. Interest payments of $21,500 are due on or before September 30, 2019, December 31, 2019, March 31, 2020 and June 28, 2020. We paid $15,000 to cover More’s transactional expenses which is included in the principal amount of the Note. The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment. The Note also contains customary positive and negative covenants.

On July 8, 2019, we sold Carebourn a convertible promissory note in the principal amount of $922,646 (the “Note”), pursuant to a Securities Purchase Agreement we entered into with them dated July 8, 2019. The Note bears interest at the rate of 10% per ninety (90) days and principal is due and payable on July 8, 2020. Interest payments of $92,264 are due on or before September 30, 2019, December 31, 2019, March 31, 2020 and June 28, 2020. We paid $70,146 to cover Carebourn’s transactional expenses and $17,500 was paid directly to professional service providers for accounting and auditing fees, which are included in the principal amount of the Note. The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment. The Note also contains customary positive and negative covenants.

A significant portion of the proceeds received from the above Carebourn LLC, Carebourn and More convertible notes were for the procurement of product for the partial delivery to a customer of the Company’s new state-of-art automotive muffler/silencer technology product.

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

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Forward Looking Statements

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

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 report.

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Overview

Our operations consist of Carmela's Pizzeria’'s, which 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, catering 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.

RESULTS OF OPERATIONS.

For the three months ended March 31, 2017 compared to the three months ended March 31, 2016

We had a net loss of $737,491 for the three months ended March 31, 2017 compared to a net loss of $59,560 for the three months ended March 31, 2016. This significant change is primarily due to an increase of other expenses of $727,436 in the 2017 period compared to the 2016 period. Other expenses for the three months ended March 31, 2017, are comprised of derivative expenses of $650,220 and interest expense of $65,339 compared to other income from the change in derivative liabilities of $78,072 and interest expense of $66,195 for the three months ended March 31, 2016. Our gross sales in the three months ended March 31, 2017 were $300,661 with cost of goods sold of $272,876 for a gross profit of $27,785, compared to for the three months ended March 31, 2016, of gross sales of $356,047 with cost of goods sold of $323,472 for a gross profit of $32,575. Our sales in the 2017 period decreased $55,386, or approximately 16% versus 2016. Gross profit remained at approximately 9.2% of sales for the three months ended March 31, 2017, and 2016.

Total operating expenses were $49,717 for the three months ended March 31, 2017 versus $104,012 for the three months ended March 31, 2016 resulting in loss from operations of $21,932 and $71,437 in the 2017 and 2016 periods, respectively.

Other Expenses (income)

Other expenses were $715,559 for the three months ended March 31, 2017, compared to other income of $11,877 for the three months ended March 31, 2016. This significant change is due entirely to the derivative expenses related to the derivative liabilities of the Company's convertible notes outstanding. The single largest cause was the expense of $683,468 recorded for the initial derivative liability expense related to a new convertible note issued in January 2017. Additionally, the change in the fair value of derivatives was an expense of $79,062 offset by reclassifications of $112,310 to derivative income for note repayments of $112,310 for the three months ended March 31, 2017, compared to a credit of the derivative expense of $82,761 from the change in derivative liability.

LIQUIDITY AND CAPITAL RESOURCES

~~GENERAL~~Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs to pay ongoing obligations. ~~Overall~~As of March 31, 2017, we had acash ~~net~~of ~~loss~~$20,871, a decrease of $~~233~~4,~~309~~854, ~~for~~from ~~the~~$25,725 ~~nine~~as ~~months~~of ~~ended~~December ~~September 30~~31, 2016. ~~During~~As ~~the~~of ~~nine~~March ~~month~~31, ~~period~~2017, we had ~~cash~~current ~~flow~~liabilities ~~used~~of by$3,346,974 ~~operations~~(including derivative liabilities of $~~173~~2,~~030~~182,954) ~~cash~~compared ~~flows~~to ~~used~~current inassets ~~investing activities~~ of $962,~~162~~633 ~~and~~which ~~cash~~resulted ~~flows~~in ~~provided~~working bycapital ~~financing~~deficit ~~activities~~ of $~~183~~3,~~535~~284,341. AtThe ~~the~~current ~~end~~liabilities are comprised of ~~the~~accounts ~~nine~~payable, ~~month~~accrued ~~period~~expenses, ~~ended~~notes ~~September~~payable, 30notes payable-related parties, ~~2016~~convertible notes payable, ~~our~~lease ~~cash~~liabilities ~~balance~~and ~~was~~derivative ~~$55,766~~liabilities.

~~CASH~~While ~~FLOWS~~we ~~FROM~~operated ~~OPERATING~~the ~~ACTIVITIES.~~Carmela’s ~~Net~~Pizzeria ~~cash~~locations ~~flow~~through ~~used~~December in31, ~~operating~~2017, ~~activities~~on ~~was~~January ~~$173~~4,~~030~~ 2018, ~~which~~the ~~included~~Company ~~non-cash~~entered ~~adjustments~~into toan ~~derivative~~Asset ~~liabilities~~Purchase ~~from~~Agreement ~~convertible~~(the ~~notes~~“APA”) ~~payable~~with ~~totaling~~Ngen $4Technologies USA Corp,~~752~~ (“Ngen”), a Texas corporation, Clifford Rhee (“Rhee”) and Edward Carter (“Carter”), whereby the Company, purchased assets of Ngen related to ~~our~~Ngen’s ~~convertible~~automotive ~~notes~~technology ~~outstanding~~Business. ~~The~~Also, ~~adjustments~~on toJanuary ~~reconcile~~4, 2018, the ~~net~~Company ~~loss~~entered into a Spin Out Agreement with Mr. Heineman (the “Buyer”), whereby the Buyer agreed to ~~net~~acquire ~~cash~~Carmela’s ~~for~~from ~~changes~~the Company in exchange for the Buyer assuming $193,283 of the Company’s debt obligations On January 16, 2018, the Company entered into Asset Purchase Agreement (the “Agreement”) with Ngen and Ngen Technologies Korea, LTD. (“Nkor”), whereby the Company purchased assets of Ngen related to Nkor’s design and ~~liabilities~~manufacturing of proprietary 3D mobile display module for the ~~nine~~smartphone ~~month~~and ~~period~~other ~~ended~~telecom ~~September~~OEM’s. 30The 3D module once installed during the MCD or OLED manufacturing stage, ~~2016~~allows ~~totaled~~the ~~$39~~display of 3D content without the use of 3D glasses (the “Nkor Business”). Effective June 26,~~365~~ 2019, ~~with~~the Company entered into and completed a ~~decrease~~share inexchange ~~accrued~~agreement ~~expenses~~(the ~~accounting~~"Share ~~for~~Exchange Agreement") with Ngen, the ~~most~~common ~~significant~~stock ~~change~~shareholders of Ngen (the “Ngen Shareholders”) and Rhee and Carter. WeNgen, ~~had~~through ~~$16~~its’ wholly owned subsidiary Nkor,~~162~~ ininvents ~~depreciation~~designs ~~expense~~and ~~during~~develops innovative technologies and owns or licenses over 30 patents. Current products include state-of-art automotive muffler/silencer technologies and proprietary 3D mobile display module for smart phones and other telecommunication original equipment manufacturers. Ngen engages in the ~~nine~~business ~~month~~of ~~period~~3D technologies including automotive, mobile and display.

~~CASH~~21 ~~FLOWS~~Table ~~FROM INVESTING ACTIVITIES. During the nine months ended September 30, 2016 we used $9,162 for the purchase~~ of ~~property and equipment to operate the various Carmela’s restaurant locations.~~Contents

~~CASH~~Pursuant ~~FLOWS~~to ~~FROM~~the ~~FINANCING~~above ~~ACTIVITIES.~~APA ~~For~~transactions with Ngen and Nkor, the ~~nine~~Company ~~months~~is ~~ended~~now ~~September~~focused ~~30,~~on ~~2016,~~the ~~cash~~production ~~flows~~and ~~from~~delivery ~~financing~~of ~~activities~~products ~~was~~related ~~$183,535,~~to ~~which~~the ~~consisted~~automotive ~~primarily~~technology ofbusiness ~~proceeds~~and ~~from~~the ~~issuance~~3D ofmobile ~~convertible~~business. ~~notes~~Based ~~payable~~on the acquisition of ~~$33,000~~Ngen and ~~proceeds~~Nkor, ~~from~~its’ ~~notes~~wholly ~~payable~~owned ~~related~~subsidiary, ~~parties~~the ~~totaling~~Company ~~$139,202~~will ~~that~~also ~~was~~now ~~offset~~be byfocused ~~$4,667~~on ~~for~~the ~~payments~~commercialization ~~made~~of onall ~~notes~~the ~~and~~intellectual ~~convertible~~property, ~~notes~~owned ~~payable~~or licensed by Ngen and Nkor.

~~INTERNAL~~Until ~~SOURCES~~we OFare ~~LIQUIDITY.~~able ~~There~~to isgenerate nopositive ~~assurance~~cash ~~that~~flow, ~~funds~~we ~~from~~intend ~~our~~to fund operations ~~will~~through ~~meet~~debt ~~the~~and/or ~~requirements~~equity offinancing arrangements, which may be insufficient to fund our ~~daily~~working ~~operations~~capital, inor ~~the~~other ~~future~~cash requirements. AsSince March 31, 2017, we ~~expect~~have ~~that~~received ~~funds~~$2,643,433, from ~~our~~the ~~operations~~issuance ~~will~~of be$2,910,774 ~~insufficient~~of toconvertible ~~meet~~notes. ~~our~~We ~~operating~~do ~~requirements~~not ashave aany ~~public~~formal ~~company~~commitments ~~and~~or arrangements for ~~future~~the ~~expansion,~~sales weof ~~will~~stock ~~need~~or tothe ~~seek~~advancement ~~other~~or ~~sources~~loan of ~~financing~~funds toat ~~maintain~~this ~~liquidity~~time. ~~This~~There ~~will~~can ~~most~~be ~~likely~~no ~~include~~assurance ~~further~~that ~~convertible~~such ~~notes~~additional ~~and~~financing ~~other~~will ~~security~~be ~~instruments~~available ~~that~~to ~~will~~us ~~incur~~on ~~substantial~~acceptable ~~continued~~terms, ~~dilution~~or toat ~~our current stockholders~~all.

~~EXTERNAL~~Operating SOURCES OF LIQUIDITY. 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. Our management will review any financing options at their disposal and will judge each potential source of funds on its individual merits. We cannot assure you that we will be able to secure additional funds from debt or equity financing, as and when we need to or if we can, that the terms of such financing will be favorable or non-dilutive to us or our existing shareholders. We anticipate we will be required to issue additional promissory notes convertible into shares of our common stock at significant discounts to market prices that will result in significant and sustained dilution to our current stockholders.Activities

Cash used in operating activities for the three months ended March 31, 2017 was $48,403 compared to $62,957 for the three months ended March 31, 2016. For the three months ended March 31, 2017, the net loss was adjusted by non- cash expenses of $650,220 for derivative expenses and $40,594 for depreciation and amortization expenses. And changes in assets and liabilities for the three months ended March 31, 2017 were $1,728. For the three months ended March 31, 2016, the net loss was adjusted by non- cash expenses of $57,476 for depreciation and amortization expenses and a credit of $78,072 for derivatives and changes in assets and liabilities were $17,198 with increases in accounts payable accounting for the largest increase.

~~INFLATION.~~Financing ~~Our management believes that inflation has not had a material effect on our results of operations, and does not expect that it will in the remainder of the fiscal year 2016.~~Activities

For the three months ended March 31, 2017, cash flows from financing activities was $43,549 which consisted primarily of proceeds from issuance of convertible notes payable of $234,600 and proceeds from advances and notes payable related parties totaling $609,570. The Company also made payments of $744,221 on related party notes payable, $34,200 on convertible notes payable and $22,200 on notes payable. For the three months ended March 31, 2016, cash flows from financing activities was $77,356, which consisted primarily of proceeds from issuance of convertible notes payable of $33,000 and proceeds from notes payable related parties totaling $49,023 and payments of $4,667 made on notes and convertible notes payable.

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

RESULTS OF OPERATIONS.

Nine month period ended September 30, 2016 versus September 30, 2015

We had a net loss of $233,309 for the nine months ended September 30, 2016 as compared to a loss of $1,065,088 for the nine months ended September 30, 2015. Our gross sales in the nine months ended September 30, 2016 were $1,124,834 with cost of goods sold of $892,596 for a gross profit of $232,238. This compared to gross sales of $1,285,033 with cost of goods sold of $1,106,196 for a gross profit of $178,837 for the nine months ended September 30, 2015. Our sales in the 2016 period decreased $160,199, or approximately 13% versus 2015 primarily due to operating only three stores in the 2016 period versus four stores in portions of the 2015 period, which was partially offset by increased catering sales in the 2016 period. Cost of goods sold decreased by approximately 19% to approximately 79% of sales in 2016 versus 86% of sales in 2015. This decrease is primarily the result of lower operating costs for Carmela’s catering business which operates with higher profit margins. The Company anticipates this trend will continue in the short-term future as it works to increase catering sales.

Total operating expenses were $406,010 for the nine months ended September 30, 2016 versus $505,964 for the nine months ended September 30, 2015 resulting in loss from operations of $173,772 and $327,127 in the 2016 and 2015 periods, respectively. There were many factors involved in this significant decrease in operating expenses including significant decreases in legal, accounting and professional fees as a $50,000 note was issued for professional fees in the 2015 period and decreased rent due to operating only three stores in 2016. Advertising costs increased in 2016 with more aggressive coupon and marketing campaigns versus 2015.

Other Expenses

Other expenses were $59,537 for the nine months ended September 30, 2016 as compared to $738,761 for the nine months ended September 30, 2015. This significant change is due to the derivative liabilities related to the Company’s convertible notes outstanding. The single largest cause was the “derivative expense” due to significantly decreased issuance of convertible notes in 2016; and “change in derivative liability” due to significantly fewer conversions on notes as well as very little change in the price of the Company’s common stock during the period that affected volatility calculations for the valuations. These derivative liability changes are not indicative of expectations for future periods as the Company may continue to issue convertible notes, which will result in increased derivative liability expenses. Issuances of further notes cause changes in derivative liabilities as well as increased expense due to notes converted at discounts to market causing losses on conversion.

Three month period ended September 30, 2016 versus September 30, 2015

We had a net loss of $108,203 for the three months ended September 30, 2016 as compared to income of $91,480 for the three months ended September 30, 2015. This significant change is primarily due to the significantly decreased change in derivative liability due to significantly fewer conversions on notes as well as very little change in the price of the Company’s common stock during the period that affected volatility calculations. An additional factor was a significant decrease in derivative expense in 2016 versus 2015 with significantly fewer notes being issued and becoming convertible in the 2016 period. The 2015 period saw significant “income” from the change in derivative liability with a decrease of nearly $250,000 in the 2016 period. Our gross sales in the three months ended September 30, 2016 were $356,2125 with cost of goods sold of $306,068 for a gross profit of $50,144. This compared to gross sales of $428,405, costs of goods sold of $359,278 and gross profit of $69,127 for the three months ended September 30, 2015. Our sales in the 2016 period decreased $72,193, or approximately 17% versus 2015. Cost of goods sold decreased by approximately 15% but was approximately 86% of sales in 2016 versus approximately 84% of sales in 2015. The decreased sales are primarily the result of only three stores in the 2016 period versus four stores in the 2015 period, however the loss of one store was partially offset with a new catering menu. The Company believes its catering operations will provide higher profit margins in future periods as the Company also seeks to open a fourth location during the year.

Total operating expenses were $127,327 for the three months ended September 30, 2016 versus $156,309 for the three months ended September 30, 2015 resulting in loss from operations of $77,183 and $87,182 in the 2016 and 2015 periods, respectively. There were various different factors involved in the decrease in operating expenses in 2016 versus 2015 the single largest of which was a decrease in rent in the 2016 period with only three operating stores.

Other (Income) Expenses

Other expense was $31,020 for the three months ended September 30, 2016 as compared to other income of $178,662 for the three months ended September 30, 2015. This significant change is due entirely to the derivative liabilities related to the Company’s convertible notes outstanding. The single largest cause was income from the change in derivative liability in the 2015 period of $(263,183) versus $(14,400) in 2016 from decreased change in derivative liability due to significantly fewer conversions on notes as well as very little change in the price of the Company’s common stock during the 2016 period that affected volatility calculations for the valuations. These results may not be indicative of expectations for future periods as the Company may continue to issue convertible notes that create increases in derivative liabilities as well as increased expense due to notes converted at discounts to market causing losses on conversion.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in ~~reports~~our ~~filed~~filings under the ~~Securities~~ Exchange Act ~~of 1934 (“Exchange Act”)~~ is recorded, processed, summarized and reported within the periods specified ~~time~~in ~~periods~~the rules and forms of the SEC. ~~Our~~This ~~Chief~~information ~~Executive~~is ~~Officer~~accumulated ~~and~~to allow our ~~Chief~~management ~~Financial~~to ~~Officer~~make ~~(collectively,~~timely ~~the~~decisions ~~“Certifying~~regarding ~~Officers”)~~required ~~are~~disclosure. ~~responsible~~Our ~~for~~principal ~~maintaining~~executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures. ~~The~~as of the end of the period covered by this report and he determined that our disclosure controls and procedures ~~established~~were bynot useffective ~~are~~due ~~designed~~ to ~~provide~~control ~~reasonable~~deficiencies. ~~assurance~~During ~~that~~the ~~information~~period ~~required~~we did not have additional personnel to beallow ~~disclosed~~segregation byof ~~the~~duties ~~issuer~~to inensure the ~~reports~~completeness ~~that~~or itaccuracy ~~files~~of orour ~~submits~~information. ~~under~~The ~~the~~Company ~~Exchange~~does ~~Act~~not ishave ~~recorded,~~an ~~processed,~~Audit ~~summarized~~Committee ~~and~~to ~~reported~~oversee ~~within~~management activities, and the ~~time~~Company ~~periods~~is ~~specified~~dependent inon ~~the~~third ~~Commission’s~~party ~~rules~~consultants ~~and~~for ~~forms~~the financial reporting function.

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

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

The Certifying Officers have also concluded, based on our evaluation of our controls and procedures that as of September 30, 2016, our internal controls over financial reporting are not effective and provide a reasonable assurance of achieving their objective.

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 little segregation of duties in the accounting function, leaving all aspects of financial reporting and physical control of cash in the hands of a few individuals. 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.

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

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

Changes in Internal Control over Financial Reporting

There were no changes in ~~our~~the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the ~~period~~quarter ~~covered~~ended byMarch ~~this~~31, ~~report~~2017, that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

~~This~~22 ~~quarterly~~Table ~~report does not include an attestation report~~ of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in the annual report.Contents

PART II

ITEM 1. LEGAL PROCEEDINGS.

WeOn ~~are~~November ~~not~~17, ~~presently~~2017 ~~involved~~Cross Border (See Note 5) was granted a judgment against the Company in ~~any~~the ~~litigation~~amount ~~that~~of is$115,234, ~~material~~inclusive of attorney fees. On May 11, 2018, the Company and Cross Border entered into a $85,000 promissory note (the “Promissory Note”) to ~~our~~resolve ~~business~~the matter. WeThe ~~are~~terms ~~not~~of ~~aware~~repayment of ~~any~~the ~~pending~~Promissory orNote ~~threatened~~are ~~legal~~eight ~~proceedings.~~payments Inof ~~addition~~$5,000 ~~none~~each beginning on May 14, 2018 and on the 14th of ~~our~~the ~~officers~~next seven (7) months, ~~directors~~and a final payment of $45,000 ~~promoters~~on orJanuary ~~control~~14 ~~persons~~2019. ~~has~~The ~~filed~~Promissory orNote ~~been~~contains ~~involved~~the ~~for~~personal guaranty of the ~~past~~Company’s ~~five~~Secretary, ~~years:~~who is also a Director of the Company. The Company remitted 4 payments of $5,000 each during the months of May 2018 through August 2018, and is in default of the Promissory Note.

·ITEM in1A. ~~any~~RISK bankruptcy petition · in any conviction of a criminal proceeding or involved in a pending criminal proceeding (excluding traffic violations and minor offenses) · is subject to any order, judgment or decree enjoining, barring suspending or otherwise limiting their involvement in any type of business, securities, or banking activities, · or has been found to have violated a federal or state securities or commodities law.FACTORS

We ~~may~~are bea ~~subject~~smaller ~~to,~~reporting ~~from~~company ~~time~~as todefined ~~time,~~by ~~various~~Rule ~~legal~~12b-2 ~~proceedings relating to claims arising out~~ of ~~our operations in~~ the ~~ordinary~~Securities ~~course~~Act of ~~our~~1934 ~~business.~~and We are not ~~currently~~required ~~a party~~ to ~~any~~provide ~~legal proceedings,~~ the ~~adverse~~information ~~outcome~~under ofthis ~~which, individually or in the aggregate, would have a material adverse effect on the business, financial condition, or results of operations of the Company~~item.

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

During the three ~~month~~months ~~period~~ ended ~~September~~March 3031, ~~2016~~2017, the Company issued ~~245~~597,~~941~~336,~~079~~116 shares of common stock upon conversion of $923,~~938~~002 in principal and $3,971 of interest on convertible notes representing a value of $0.00004 per share. ~~In addition, we incurred loss on conversion on the shares totaling $15,068 for a total cost to the Company of $25,006.~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

Exhibits:
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

Exhibits required to be filed by Item 601:

____________

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

2223 Table of Contents

SIGNATURES

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

	Greenfield Farms Food, Inc.
Date: December 7, 2016	By:	/s/ Ronald Heineman
Date: July 19, 2019	By:	/s/ Clifford Rhee
		Ronald HeinemanPrincipal Executive Officer
		Clifford Rhee
Date: December 7, 2016	By:	/s/ Henry Fong
		Principal Executive Officer and Principal Accounting Officer
		Henry FongPrincipal Accounting Officer

2324

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

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