UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012

For the quarterly period ended June 30, 2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ TO _________________

For the transition period from _________________ TO _________________

Commission file number: 000-52158

Smoky Market Foods, Inc. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Nevada		20-4748589
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1511 E. 2nd St. ~~Webster City, IA 50595 (Address of principal executive offices, including zip code)~~

Webster City, IA 50595

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (866) 851-7787

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b02 of the Exchange Act. (Check one):

Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]		Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

[ ] Yes [X] No

As of ~~August~~November 1310, 2012, the registrant had ~~108~~112,~~292~~853,~~789~~563 shares of common stock outstanding.

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	1415
PART II — OTHER INFORMATION
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

PART II — OTHER INFORMATION

Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Security Holders	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SMOKY MARKET FOODS, INC.

Balance Sheets

(unaudited)

	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
ASSETS:
Current Assets
Cash	$	42,~~098~~462		$	17,614
Accounts receivable		-			-
Inventory		1514,~~256~~868			16,816
Total Current Assets		1917,~~354~~330			34,430
Property and Equipment, net of depreciation		2,~~666~~577			2,844
Total Assets	$	2219,~~020~~907		$	37,274
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):
Liabilities
Current Liabilities
Accounts payable	$	~~522~~523,~~990~~917		$	524,338
Accounts payable - related parties		~~170~~164,~~976~~113			145,933
Accrued payroll costs		~~699~~733,~~889~~549			602,489
Short-term advances		~~100~~87,~~600~~700			94,700
Convertible debt, including accrued interest, less amortized discount		6988,~~409~~205			48,708
Total Current Liabilities		1,~~563~~597,~~864~~484			1,416,168
Long-term Liabilities
Convertible debt to a related party, less amortized discount		~~198~~199,~~416~~432			196,384
Promissory notes payable to a related party, including accrued interest, less amortized discount		2,~~608~~686,~~330~~397			2,452,196
Total Liabilities		4,~~370~~483,~~610~~313			4,064,748
Stockholders' Equity (Deficit)
Stockholders’ Equity (Deficit)
Preferred Stock, par value $.001, 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, par value $.001, 200,000,000 shares authorized: issued and outstanding 108,292,789 and 104,213,527 at June 30, 2012 and December 31, 2011, respectively		108,293			104,214
Common Stock, par value $.001, 200,000,000 shares authorized: issued and outstanding 112,853,563 and 104,213,527 at September 30, 2012 and December 31, 2011, respectively		112,854			104,214
Deferred Stock-Based Compensation		(158,~~243~~579	)		(28,571	)
Other paid-in capital		7,~~525~~664,~~618~~516			7,335,079
Accumulated deficit		(1112,~~967~~232,~~258~~197	)		(11,438,196	)
Total Stockholders' Equity (Deficit)		(4,348,590	)		(4,027,474	)
Total Stockholders’ Equity (Deficit)		(4,463,406	)		(4,027,474	)
Total Liabilities and Stockholders' Equity (Deficit)	$	22,020		$	37,274
Total Liabilities and Stockholders’ Equity (Deficit)	$	19,907		$	37,274

The accompanying notes are an integral part of these financial statements.

F-1

SMOKY MARKET FOODS, INC.

Statements of Operations

(unaudited)

	For the Three Months Ended June 30:						For the Six Months Ended June 30:
	For the Three Months Ended September 30:						For the Nine Months Ended September 30:
	2012			2011			2012			2011
Sales
Wholesale	$	23,~~188~~204		$	-		$	710,~~378~~582		$	-
Internet		~~152~~270			-			~~709~~979			-
Total Sales		23,~~340~~474			-			811,~~087~~561			-
Cost of Sales
Wholesale and internet		1,~~422~~031			-			12,~~560~~591			-
Total Cost of Sales		1,~~422~~031			-			12,~~560~~591			-
Gross Profit (loss)		~~918~~2,443			-			68,~~527~~970			-
General & Administrative Expenses
Salaries, wages & benefits		6068,~~958~~058			4951,~~170~~882			~~122~~190,~~748~~806			98150,~~340~~222
Professional fees		3725,~~511~~965			252,~~143~~821			90116,~~801~~766			255,~~393~~213
Marketing		29,~~973~~902			555,~~559~~312			616,~~486~~388			560,~~559~~871
Depreciation and amortization		4648,~~243~~875			1314,~~844~~949			79128,~~198~~073			2742,~~689~~638
Rent		32,~~116~~223			1,~~560~~440			57,~~043~~266			24,~~820~~260
Stock based compensation
Salaries, wages & benefits - related parties		6,664			6150,~~664~~671			1319,~~328~~992			30181,~~540~~212
Financing		47,497			322,106			47,797			339,158
Professional		2,257			179,992			2,257			179,992
Other		17,964			10,904			37,412			17,594
Financing		10,462			72,286			58,259			411,444
Total General and Administrative Expenses		222,926			411,950			402,813			524,093
Other		27,042			39,385			64,454			56,978
Operating Loss		(222,008	)		(411,950	)		(396,286	)		(524,093	)
Total General and Administrative Expenses		201,448			618,738			604,261			1,142,830
Operating Loss		(199,005	)		(618,738	)		(595,291	)		(1,142,830	)
Other Income (Expense)
Other income (loss)		-			13,~~603~~509			-			15,~~697~~206
Loss on conversion of related party debt		-			(705,~~000~~665	)		-			(7985,~~825~~490	)
Interest expense to related parties		(64,~~418~~767	)		(6564,~~045~~846	)		(~~128~~192,~~445~~668	)		(~~129~~194,~~795~~641	)
Interest expense		(2,171	)		-			(4,331	)		-
Interest expense to non-related parties		(1,167	)		-			(6,042	)		-
Other Expense - Net		(6665,~~589~~934	)		(~~133~~67,~~442~~002	)		(~~132~~198,~~776~~710	)		(~~207~~274,~~923~~925	)
Loss before Income Taxes		(~~288~~264,~~597~~939	)		(~~545~~685,~~392~~740	)		(~~529~~794,~~062~~001	)		(~~732~~1,~~016~~417,755	)
Income Taxes		-			-			-			-
Net (Loss)	$	(~~288~~264,~~597~~939	)	$	(~~545~~685,~~392~~740	)	$	(~~529~~794,~~062~~001	)	$	(~~732~~1,~~016~~417,755	)
(Loss) per Share:
Basic and Diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted Average
Weighted Average Number of Shares		111,803,436			103,651,191			107,811,242			100,646,339
Number of Shares		104,701,944			101,043,913			104,500,278			99,143,913

The accompanying notes are an integral part of these financial statements.

F-2

SMOKY MARKET FOODS, INC.

Statement of Stockholder'’s Equity (Deficit)

(unaudited)

					Deferred			Other
	Common Stock				Stock-Based			Paid-in		Accumulated			Total
	Shares		Amount		Compensation			Capital		Deficit			(Deficit)
Balance, January 1, 2011		93,977,246	$	93,978	$	(55,228	)	$	6,232,009	$	(9,523,300	)	$	(3,252,541	)
Common stock issued for:
Cash		3,000,000		3,000					139,300					142,300
Settlement of advances		4,650,000		4,650					98,425					103,075
Employee compensation		1,750,000		1,750					12,250					14,000
Professional services		560,000		560					108,940					109,500
Financing		255,000		255					21,995					22,250
Settlement of accounts payable balances		21,281		21					7,427					7,448
Convertible debt financing									38,750					38,750
Warrants issued for:
Employee compensation									147,218					147,218
Professional services									214,723					214,723
Financing									273,394					273,394
Convertible debt financing									40,648					40,648
Amortization of stock-based compensation						26,657								26,657
Net (Loss) for the Year Ended December 31, 2011											(1,914,896	)		(1,914,896	)
Balance, December 31, 2011		104,213,527	$	104,214	$	(28,571	)	$	7,335,079	$	(11,438,196	)	$	(4,027,474	)
Common stock issued for:
Settlement of accounts payable balances		~~260~~280,084		~~260~~280					1718,~~431~~112					1718,~~691~~392
Conversion of debt to common stock		37,~~074~~321,~~178~~602		37,~~074~~322					53112,~~586~~552					56119,~~660~~874
Cash		~~745~~1,~~000~~038,350		~~745~~1,038					2534,~~755~~062					2635,~~500~~100
Convertible debt financing									46104,~~269~~895					46104,~~269~~895
Warrants issued for financing services									47,498					47,498
Warrants issued for financing and professional services									59,816					59,816
Amortization of stock-based compensation						1319,~~328~~992								1319,~~328~~992
Net (Loss) for the Six Months Ended June 30, 2012											(529,062	)		(529,062	)
Net (Loss) for the Nine Months Ended September 30, 2012											(794,001	)		(794,001	)
Balance, June 30, 2012		108,292,789	$	108,293	$	(15,243	)	$	7,525,618	$	(11,967,258	)	$	(4,348,590	)
Balance, September 30, 2012		112,853,563	$	112,854	$	(8,579	)	$	7,664,516	$	(12,232,197	)	$	(4,463,406	)

The accompanying notes are an integral part of these financial statements.

F-3

SMOKY MARKET FOODS, INC.

Statements of Cash Flows

(unaudited)

	For the Six Months Ended June 30:
	For the Nine Months Ended September 30:
	2012			2011
Cash Flows from Operating Activities
Net Income (Loss)	$	(~~529~~794,~~062~~001	)	$	(~~732~~1,~~016~~417,755	)
Loss on conversion of related party debt		-			7985,~~825~~490
Stock-based financing and compensation costs		6079,~~825~~808			~~369~~772,~~699~~648
Depreciation and amortization		79128,~~198~~073			2742,~~690~~638
Current year interest capitalized as debt		~~132~~198,~~777~~710			~~129~~194,~~500~~250
Adjustments to reconcile net loss to cash used
Adjustments to reconcile net loss to cash used in operating activities:
in operating activities:
(Increase) decrease in inventory		1,948			(95,674	)
(Increase) decrease in inventory		1,560			-
Increase (decrease) in accounts payable		36,151			13,240
(Increase) decrease in accounts receivable		-			-
Increase (decrease) in due to employees		131,060			149,942
Increase (decrease) in accounts payable		41,386			(14,108	)
Net Cash Provided (Used) by Operating Activities		(218,251	)		(255,221	)
Increase (decrease) in accrued commissions		-
Increase (decrease) in bank overdraft		-
Increase (decrease) in due to employees		97,400			98,975
Net Cash Provided (Used) by Operating Activities		(115,916	)		(40,435	)
Cash Flows from Investing Activities
Purchase of property and equipment		-			(3,200	)
(Deposits) refunds		-			183
Net Cash Provided (Used) by Investing Activities		-			~~183~~(3,017	)
Cash Flows from Financing Activities
Proceeds from issuance of convertible debt		70175,000			210,000
Proceeds from issuance of common stock		2635,~~500~~099			26,500
Proceeds from (payments on) short term advances - net		5(7,~~900~~000	)		1489,~~900~~450
Net Cash Provided (Used) by Financing Activities		~~102~~203,~~400~~099			41325,~~400~~950
Net Increase (Decrease) in Cash		(1315,~~516~~152	)		167,~~148~~712
Cash, Beginning of Period		17,614			10
Cash, End of Period	$	42,~~098~~462		$	167,~~158~~722
Supplemental Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

The interest disclosed in the cash flow from operating activities section above was interest accrued but unpaid on promissory notes as more fully disclosed in the notes to the financial statements. The accrued but unpaid interest is added to the principal balance of the promissory notes. This non-cash expense is added back in the cash flows from operating activities section above in order to arrive at cash flows from operating activities.

The accompanying notes are an integral part of these financial statements.

F-4

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Smoky Market Foods, Inc, (the “Company”) was incorporated on April 18, 2006 under the laws of the State of Nevada.

The Company engages in the manufacture and sale of smoked meat products using a proprietary cooking technology which enables preservative-free production. Sales and distribution are presently accommodated through retail (internet) and ~~wholesale~~whole sale distribution strategies intended to exploit the Smoky Market brand. The Company also intends to create a chain of franchised restaurants that also utilize the branded Smoky Market products.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, management reviews those estimates, including those related to allowances for loss contingencies for litigation, income taxes, and projection of future cash flows used to assess the recoverability of long-lived assets.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Management monitors the liquidity and creditworthiness of accounts receivable due from customers on an ongoing basis, considering industry and economic conditions and other factors. These factors form the basis for calculating and recording an allowance for doubtful accounts, which is an estimate of future credit losses. The Company writes off individual accounts receivable against the bad debt allowance when the Company determines a balance is uncollectible. Management has determined that the bad debt allowance is appropriately established at $-0- as of both ~~June~~September 30, 2012 and December 31, 2011.

Inventory

Inventory consists of Smoky Market food items and branded packaging. It is valued at the lower of cost or market using the average cost method. Inventory was as follows at:

	June 30,		December 31,
	September 30, 2012		December 31, 2011
	2012		2011
Raw materials	$	-	$	-
Raw materials		-		-
Finished goods		14,868		16,816
Finished goods		15,256		16,816
	$	14,868	$	16,816
	$	15,256	$	16,816

F-5

Property and Equipment

Property and equipment are stated at cost and are being depreciated using the straight-line method over the assets’ estimated economic lives, which range from 3 to 25 years. Property and equipment were as follows as of:

	June 30,		December 31,
	September 30, 2012		December 31, 2011
	2012		2011
Transportation Equipment	$	3,200	$	3,200
Transportation Equipment		3,200		3,200
Accumulated depreciation		623		356
Accumulated depreciation		534		356
	$	2,577	$	2,844
	$	2,666	$	2,844

Leasehold improvements are capitalized and amortized over the remaining term of the leased facility. The Company recorded $89 and $~~-0-~~89 in depreciation expense relating to the assets above for the three months ended ~~June~~September 30, 2012 and 2011, respectively. The Company recorded $~~178~~267 and $~~-0-~~89 in depreciation expense relating to the assets above for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively.

Advances

As of ~~June~~September 30, 2012 and December 31, 2011, the Company was indebted to several individuals for non-interest bearing, unsecured advances in the amounts of $~~100~~87,~~600~~700 and $94,700, respectively. $82,500 of the advances ~~were~~was past due and in default as of ~~June~~ September 30, 2012 and December 31, 2011, respectively. 2,035,000 shares of common stock and 150,000 warrants to purchase common stock were issued to the individuals as part of the advances still outstanding at ~~June~~September 30, 2012. Management intends to repay the advances upon the realization of future debt or /equity financing. Accordingly, the advances have been classified as current obligations.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~June~~September 30, 2012 and December 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable and accounts payable. Fair values are assumed to approximate carrying values for these financial instruments because they are short term in nature, or are receivable or payable on demand, and their carrying amounts approximate fair value.

Impairment of Long-Lived Assets

The Company periodically reviews the carrying amount of property and equipment and its identifiable intangible assets to determine whether current events or circumstances warrant adjustments to such carrying amounts. If an impairment adjustment is deemed necessary, such loss is measured by the amount that the carrying value of such assets exceeds their fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates.

Revenue Recognition

Sales are recognized upon shipment and indication of collectability such as a purchase order or other evidence which establishes the validity of the transaction.

Shipping and Handling (Internet Sales)

Shipping and handling charged to customers can vary depending on pricing strategies, market conditions, etc., and is not necessarily based on the recovery of cost. Accordingly, shipping and handling charges are recorded as a component of sales while the corresponding shipping and handling costs are reflected as a component of cost of goods sold.

Advertising Costs

All advertising costs are charged to expense as incurred or the first time the advertising takes place, unless it is direct-response advertising that results in probable future economic benefits. Advertising expenses were $~~159~~-0- and $-0- for the three months ended September ~~June~~ 30, 2012 and 2011~~, respectively~~. Advertising expenses were $159 and $200 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011~~, respectively~~.

F-6

Segment Information

Certain information is disclosed based on the way management organizes financial information for making operating decisions and assessing performance. The Company currently operates in one business segment and will evaluate additional segment disclosure requirements if it expands operations.

Net (Loss) Per Common Share

Basic earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares, outstanding stock options, and the equivalent number of common shares that would have been outstanding had the convertible debt holders converted their debt instruments to common stock. All potential dilutive securities have been excluded from the computation, as their effect is anti-dilutive.

Stock-Based Compensation

The Company has issued its common shares as compensation to directors, officers, and non-employees (“recipients”). The Company measures the amount of stock-based compensation based on the fair value of the equity instrument issued or the services or goods provided as of the earlier of (1) the date at which an agreement is reached with the recipient as to the number of shares to be issued for performance, or (2) the date at which the recipient’s performance is complete.

Occasionally, the Company sells shares below market value to raise cash to fund operations. The discounts from market are treated as compensation for officers and directors. For non-officers and directors, the discounts are netted against proceeds as a “cost of issue.”

Income Taxes

Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

Uncertainty in income taxes is recognized in the Company’s financial statements. Specifically, the accounting policy determines (a) a consistent recognition threshold and (b) a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides related guidance on derecognition, classification, interest and penalties, accounting interim periods, disclosure and transition. To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income taxes, such amounts would be accrued and classified as a component of income tax expenses on the consolidated statement of operations. The Company has evaluated the presence of any such tax uncertainties and determined that they do not have a material impact on the financial statements.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

F-7

NOTE 2. GOING CONCERN

Management believes that there is substantial doubt about the company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon its ability to commence profitable operations and/or to obtain additional debt and/or capital financing. Management is attempting to obtain additional financing with various parties, but the eventual ~~success~~ success of such efforts cannot be assured.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.

The Company has experienced $1112,~~967~~232,~~258~~197 in losses since inception. The Company has had minimal revenue generating operations since inception.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 3. NOTE PAYABLE TO RELATED PARTY

The Company is obligated under a promissory note payable to an LLC. The LLC has acquired over 10% of the common stock of the Company, and is therefore now deemed a related party. However, the LLC does not have management control of the Company. The note accrues interest at a 10% annual rate until repaid on or before its maturity date of August 18, 2020.

The net promissory note obligation was as follows as of:

	June 30,			December 31,
	September 30, 2012			December 31, 2011
	2012			2011
Face amount of note	$	2,568,900		$	2,568,900
Accrued interest		~~482~~546,~~448~~671			354,003
Less unamortized loan discount		(~~443~~429,~~018~~174	)		(470,707	)
	$	2,~~608~~686,~~330~~397		$	2,452,196

As discussed above, the LLC is considered a related party. Related party expenses relative to this loan were as follows for the ~~six months ended~~:

	June 30,		June 30,
	Nine Months Ended September 30:
	2012		2011
Interest expense	$	~~128~~192,~~445~~668	$	64354,~~750~~003
Amortization of loan discount	$	2741,~~689~~533	$	13(470,~~844~~707	)

	Three Months Ended September 30:
	2012		2011

Interest expense	$	64,223	$	64,750
Amortization of loan discount	$	13,844	$	13,844

NOTE 4. CONVERTIBLE DEBT – RELATED PARTY

The Company entered into a Purchase and Lease Agreement in June 2011 with SMKY Asset Fund LLC (the “Lender,” a related party) relating to the Company’s smoker-oven system. The substance of the transaction more closely resembles a convertible debt instrument and for that reason the Company has recorded this transaction as a convertible debt borrowing. Pursuant to the agreement, the Company received $210,000 in the third quarter of 2011, subject to increase prior to January 25, 2012, with a maximum borrowing of $500,000. The final purchase amount for the smoker- oven system was $235,000.

F-8

In addition, Smoky Market was required to issue warrants to the Lender to purchase a share of common stock for each $1.00 in debt provided. The warrants have an exercise price of $0.50 per share, a five-year term and include net exercise provisions. The warrants were valued using the Black-Scholes method assuming a risk-free annual rate of return of .02%, volatility of 317%, an exercise price of $.50 and a current stock price of $.24. The resulting value is reflected in the financial statements as a discount on the convertible debt and is being amortized over the ten-year life of the debt. Payments due on the debt are equal to the lesser of (a) $0.20 per pound of product produced using the smoker-oven, or (b) the amount necessary to generate a 30% return on the sum of the purchase price and $5,000.

The Purchase and Lease Agreement has a 10-year term, provided that the Company must repay the debt at any time after July 25, 2014 that the market price for the Company’s common stock has exceeded $0.50 for thirty trading days. The repurchase price is a number of shares of common stock with a fair market value equal to 20 times the sum of (a) the purchase price, plus (b) $5,000. The conversion feature of the note was valued based on the same criteria as the warrant described above, and resulted in a calculation of $2,063,114. Since the conversion is contingent, the conversion feature was not recognized in the calculation of the debt discount.

The debt was as follows at:

	June 30,			December 31,
	September 30, 2012			December 31, 2011
	2012			2011
Face amount of debt	$	235,000		$	235,000
Less unamortized loan discount		(3635,~~584~~568	)		(38,616	)
	$	~~198~~199,~~416~~432		$	196,384

As discussed above, the Lender is considered a related party. Related party expenses relative to this loan were as follows for the ~~six months ended~~:

	June 30,		June 30,
	Nine Months Ended September 30:
	2012		2011
Amortization of loan discount	$	23,~~032~~049	$	-1,016

	Three Months Ended September 30:
	2012		2011

Amortization of loan discount	$	1,016	$	1,016

NOTE 5. CONVERTIBLE DEBT – UNRELATED PARTY

The Company has entered ~~into~~a ~~four~~series of convertible debt arrangements with an unrelated financier (“Financier”). The promissory notes carry interest at an 8% annual rate and are due nine months from the transaction date. The first note was in the principal amount of $42,500 and is due July 11, 2012. The second note was in the principal amount of $35,000 and is due September 15, 2012. The third note was in the principal amount of $37,500 and is due on November 4, 2012. The fourth note was in the principal amount of $32,500 and is due on February 4, 2013. All notes have a conversion option which allows the Financier to convert the principal and accrued interest into common shares based on the average of the lowest three closing prices of the Companies stock over the prior ten to fifteen days. That price is then ~~discounted~~reduced by discounts ranging from 42% to 45% to arrive at the conversion price. The Company has the right to repurchase the notes during the first 180 ~~days~~ days at a price which includes accrued interest plus the original principal amount multiplied by 150%. The first three notes have been converted into Company common shares. The fourth note is in the principal amount of $32,500 and is due on February 4, 2013. The fifth note is in the principal amount of $32,500 and is due April 12, 2013. The sixth note is in the principal amount of $32,500 and is due on May 14, 2013. The seventh note is in the principal amount of $40,000 and is due on June 8, 2013.

The Company has recorded the conversion options as loan discounts. Since the number of shares is variable, the calculation of the discount assumed the conversion stock price as of the transaction date as the base for calculations.

The outstanding combined debt was as follows at:

	June 30,			December 31,
	2012			2011
Face amount of debt	$	93,000		$	77,500
Accrued interest		3,101			930
Less unamortized loan discount		(26,692	)		(29,722	)
	$	69,409		$	48,708

F-9

~~Based on the average of the lowest three closing~~The ~~prices~~outstanding ~~for~~combined ~~the Company’s common stock over the last ten trading days of the three-month period ended June 30, 2012, the convertible~~ debt ~~holder~~was would have been able to convert the above described loan principal in exchange for 4,675,325 shares of common stock. The Company had sufficient shares of common stock available to satisfy such a conversion as offollows ~~June 30, 2012.~~at:

	September 30, 2012			December 31, 2011
Face amount of debt	$	137,500		$	77,500
Accrued interest		2,097			930
Less unamortized loan discount		(51,392	)		(29,722	)

	$	88,205		$	48,708

Based on the average of the lowest three closing prices for the Company’s common stock over the last ten trading days of the period ended September 30, 2012, the convertible debt holder would have been able to convert the above described loan principal in exchange for 5,438,724 shares of common stock. The Company had sufficient shares of common stock available to satisfy such a conversion as of September 30, 2012.

NOTE 6. CAPITAL STOCK

Common Stock

On April 18, 2006, the State of Nevada authorized the Company to issue a maximum of 200,000,000 shares of the Company’s common stock. The assigned par value was $.001. On the same day, the Company issued 40,000,000 common shares to Smoky Systems, LLC, a Nevada LLC and related party, in exchange for certain assets.

Preferred Stock

In June 2006, the State of Nevada authorized the Company to issue a maximum of 10,000,000 shares of the Company’s preferred stock with a $.001 par value. Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors. Each series shall be distinctly designated. .All shares of ~~any~~anyone ~~one~~ series of the Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, preferences and relative, participating, optional and other rights of each such series, and the qualifications, ,limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. No preferred shares had been issued as of ~~June~~September 30, 2012.

Stock Transactions:

The Company has engaged in numerous transactions whereby shares of common stock (description above) were issued in exchange for cash and/or services. The Statement of Stockholders’ Equity provides a summary of such transactions.

NOTE 7. RELATED PARTY TRANSACTIONS

As of ~~June~~September 30, 2012 the Company owed $~~170~~164,~~976~~ 113 to the Company’s Chief Financial Officer, a related party, for professional services. As of December 31, 2011, the Company owed $133,244 to the Company’s Chief Financial Officer for professional services and $12,689 to a supplier who is also a shareholder and related party, for a total balance of $145,933 in related party liabilities. Such debt was reflected as related party trade payables on the balance sheets, bears no interest and has no formal repayment terms.

F-10

NOTE 8. COMMITMENTS AND CONTINGENCIES

Operating Lease Commitment

The Company has defaulted on a long-term operating lease of real property previously used as a restaurant operation in Los Gatos, California. All amounts due under the lease have been recognized as a liability and included in accounts payable. The liability is reflected at $187,307 as of both ~~June~~September 30, 2012 and December 31, 2011.

Employment Contracts

Chief Executive Officer

Effective May 1, 2007, the Company entered into a three-year employment contract with the Chief Executive Officer (“CEO”). Terms of the agreement included annual compensation of $175,000, a potential 80% bonus, a stock award of 1,500,000 common shares, 425,000 options to purchase common stock at $.10 per share, and an additional contingent 1,000,000 shares assuming that certain operating performance metrics are achieved. The employment contract expired and has not yet been renewed as of the date of these financial statements. The CEO and the Company have continued the same compensation structure subsequent to the expiration of the employment contract.

F-10

Real Estate Option and Consulting Agreement

The Company entered into an agreement with Mary Anne’s Specialty Foods, Inc. (“Supplier”) in October 2009. Under the terms of the agreement, the Company issued the Supplier 1,500,000 warrants to purchase the Company’s common stock at a $.15 exercise price, expiring in five years, in exchange for certain real property rights to purchase and build production facilities located on property presently owned by the Supplier. The transaction was valued at $75,000 using the Black-Scholes Method. The Company also issued 1,000,000 common shares to the Supplier in exchange for a three-year real estate related consulting contract that the Company may require in subsequent years in order to build the new facility described above. The transaction was valued at $50,000, based on the $.05 per share fair value of the Company’s common shares on the date of the agreement. The values of the assets were considered impaired by Management and written off as an impairment loss at December 31, 2010.

Dispute with Contractor

Smoky Market previously retained the services of an independent financial consultant contractor (the “Contractor”). The Contractor was terminated in 2009 and Company Management believes that a settlement was agreed to between the parties. The Contractor now disputes the agreement, claiming additional amounts are owed. The Company plans to contest the Contractor’s claim, but has recognized and recorded a liability in these financial statements equal to the full amount claimed by the Contractor. The amount in dispute is $123,720 as of both ~~June~~September 30, 2012 and December 31, 2011.

F-11

NOTE 9. COMMON STOCK OPTIONS AND WARRANTS

Common Stock Option Plan

The Company has reserved 6,500,000 common shares for the exercise of stock options to be issued pursuant to the 2006 Stock Option Plan. Information relating to options issued under this plan is as follows:

					Weighted
	Options and Stock Awards Available for Grant		Number of Shares		Weighted Average Option Exercise Price
	Options and				Average
	Stock Awards				Option
	Available		Number of		Exercise
	for Grant		Shares		Price
Outstanding as of January 1, 2012		742,500		5,757,500	$	0.10
Shares reserved		-		-		-
Options granted		-		-		-
Stock awards granted		-		-		n/a
Options exercised		-		-		-
Options canceled		-		-		-
Outstanding as of June 30, 2012		742,500		5,757,500	$	0.10
Outstanding as of September 30, 2012		742,500		5,757,500	$	0.10

The following table summarizes information about stock options outstanding and exercisable at ~~June~~September 30, 2012:

F-11

Stock Options Outstanding
Number of Options Outstanding	Weighted- Average Remaining Contractual Life in Years		Weighted- Average Exercise Price
1,887,500		0.82	$	0.10

Stock Warrants Outstanding
Stock Options Exercisable
				Average
Number of Options Exercisable		Weighted- Average Remaining Contractual Life in Years				Weighted- Average Exercise Price
Number of				Remaining
1,887,500			0.82			$	0.10
Warrants				Contractual
Outstanding				Life in Years				Exercise Price
	1,887,500				1.07			$	0.10

Stock Warrants Exercisable
		Average
Number of		Remaining
Warrants		Contractual
Outstanding		Life in Years		Exercise Price
	1,887,500		1.07	$	0.10

The assumptions used in computing fair value of options is as follows:

The assumuptions used in computing fair value of options is as follows:

Expected stock price volatility		186.0	%
Risk-free interest rate		4.7	%
Expected term (years)		7.00
Weighted-average fair value of stock options granted	$	0.099

Common Stock Warrants

The following is a summary of the status of all the Company's stock warrants as of June 30, 2012:

			Weighted
	Number		Average
	of		Exercise
		Warrants		Price
Outstanding, January 1, 2012		18,949,334	$	0.10
Granted		1,630,000		0.15
Exercised		-		-
Cancelled		-		-
Outstanding, June 30, 2012		20,579,334	$	0.10

F-12

~~The following table summarizes information about stock warrants~~Common ~~outstanding~~Stock ~~and exercisable at June 30, 2012:~~Warrants

Stock Warrants Outstanding
		Average
Number of		Remaining
Warrants		Contractual
Outstanding		Life in Years		Exercise Price
	210,000		4.25	$	0.50
	1,771,834		3.84	$	0.25
	5,145,000		1.41	$	0.15
	13,452,500		4.00	$	0.05
	20,579,334

The following is a summary of the status of all the Company’s stock warrants as of September 30, 2012:

Stock Warrants Exercisable
		Number of Warrants				Weighted Average Exercise Price
				Average
Outstanding, January 1, 2012			18,949,334			$	0.10
Number of				Remaining
Granted			1,937,500				0.15
Warrants				Contractual
Exercised			-				-
Outstanding				Life in Years				Exercise Price
Cancelled			-				-
	210,000				4.25			$	0.50
Outstanding, September 30, 2012			20,886,834			$	0.10
	1,771,834				3.84			$	0.25
	5,145,000				1.41			$	0.15
	13,452,500				4.00			$	0.05
	20,579,334

The following table summarizes information about stock warrants outstanding and exercisable at September 30, 2012:

Stock Warrants Outstanding
Number of Warrants Outstanding		Weighted- Average Remaining Contractual Life in Years		Exercise Price
	210,000		4.00	$	0.50
	1,771,834		3.59	$	0.25
	5,452,500		1.17	$	0.15
	13,452,500		3.69	$	0.05
	20,886,834

Stock Warrants Exercisable
Number of Warrants Exercisable		Weighted- Average Remaining Contractual Life in Years		Exercise Price
	210,000		4.00	$	0.50
	1,771,834		3.59	$	0.25
	5,452,500		1.17	$	0.15
	13,452,500		3.69	$	0.05
	20,886,834

Warrants were valued and recorded pursuant to the Black-Scholes Method. Assumptions used were an average risk-free rate of return of .12% to .15%, average expected stock price volatility of 347%, weighted average expected term of 6.01 years, and a weighted average fair value of $.01 per warrant.

NOTE 10. SUBSEQUENT EVENTS

Management has evaluated the period subsequent to ~~June~~September 30, 2012 up to and including the date of the issuance of the financial statements for material subsequent events to disclose, and has determined that no such subsequent events exist.

F-13

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

This Quarterly Report on Form 10-Q (this “Report”) contains various forward-looking statements. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “likely,” “believe,” “intend,” “expect,” “will” or similar words. These statements discuss future expectations, contain projections regarding future developments, operations, or financial conditions, or state other forward-looking information. When considering such forward-looking statements, you should keep in mind the risk factors noted in Part II – Other Information, “Item 1A. Risk Factors” and other cautionary statements throughout this Report and our other filings with the Securities and Exchange Commission. You should also keep in mind that all forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If one or more risks identified in this Report or any other applicable filings materializes, or any other underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected, or intended.

Overview

We use proprietary, custom-engineered, USDA-approved wood-burning oven technology to produce a complete line of fully-cooked Smoke-BakedTM meat and fish, and special recipe dishes. From a 15-acre food production campus located in central Iowa and owned by our sole ~~exclusive~~ meat processor, Mary Ann’s Specialty Foods, Inc. (“Specialty Foods”), we are presently producing a very limited amount of our smoked food (specifically our smoked salmon) for distribution through SYSCO-Iowa and over the Internet, but intend to expand our production of additional items and grow sales into multiple channels of foodservice and retail grocery distribution principally under the Smoky Market brand. Additionally, we intend to produce certified kosher smoked foods and to distribute this line of products under the “Smoky Kosher” brand through the same marketing channels. In the future, we intend to develop a national chain of fast-casual barbecue restaurants under the name “BarBQ Diner” that would operate without having to handle and cook raw product on site.

Our focus of operations at this time is the expansion of our wholesale ~~foodservice~~food service distribution through SYSCO and other large and specialty ~~foodservice~~food service distributors, and to develop initial retail distribution through selected grocery chains in a limited number of regional markets. Once revenues from our primary distribution channels have gained traction, we intend to pursue development of the BarBQ Diner restaurant concept. We expect that operating dual distribution channels for our smoked foods will enable us to maximize the operating and financial efficiencies of our production capacity.

We produce our smoked foods under an agreement with Specialty Foods, a commercial meat processor in whose USDA facility we placed our first wood-burning oven system, which is capable of producing a minimum of approximately 100,000 pounds of smoked meat and fish per month. It is our intention to acquire the business and property of our processor affiliate so that we can create certain economies-of-scale relative to raw product supply cost and operating efficiencies that would result in lowering our product cost, and to create additional production space to develop our kosher food production.

We have generated net losses in each fiscal year since our inception in the development and refinements of our business model. As discussed in “Liquidity and Capital Resources” below, in June 2009 we received $1.5 million in capital financing, which we used toward debt repayment, the opening of a restaurant concept to test our ~~foodservice~~food service system, and for our website to establish capability for Internet business. We are presently seeking private equity financing in the amount of $3.5 million to expand Smoky Market ~~foodservice~~food service distribution and to begin sales in retail grocery sales in selected market venues. Additionally, we hope to raise atup ~~least~~to $25 million from private financing sources of equity and debt to finance (i) the acquisition of our Iowa processor’s ~~(and~~campus ~~possibly~~property ~~other acquisitions for fish processing) and~~ to ~~build~~make the required building additions on the property for expanded production of regular and kosher food processing, ~~and~~(ii) to finance a national expansion of market openings for our retail brand grocery distribution, and (iii) to finance one or more acquisitions of strategic food companies for revenue growth and distribution of our products.

Liquidity and Capital Resources

As of ~~June~~September 30, 2012, we had cash and cash equivalents of $42,~~098~~462 and a working capital deficit of $1,~~544~~580,~~510~~154, as compared to cash and cash equivalents of $17,614 and a working capital deficit of $1,381,738 as of December 31, 2011.

Given that we are not yet in a positive cash flow or earnings position, the options available to us in our efforts to secure the financing structures we propose are fewer than to a positive cash flow company and generally do not include bank financing. To raise additional capital, we expect to issue equity securities, including preferred stock, common stock, warrants and/or convertible securities. We do not have any commitments from any party to provide required capital and may or may not be able to obtain such capital on reasonable terms or at all.

In a March 2010 transaction with 70 Limited LLC, we received $150,000 in cash for a promissory note in the amount of $150,000 together with a warrant to purchase up to 450,000 shares of our common stock. Under the terms of the promissory note, we were obligated to make payment on the full principal amount, plus interest accruing at 10% per year, by March 5, 2011, and we could prepay any amount of principal or interest at any time without penalty.

In August 2010, the Company and 70 Limited LLC agreed to refinance the note. Pursuant to the agreement, both loans were combined, along with accrued interest, forming a new loan with a maturity date of August 18, 2020. The note will accrue interest at a 10% annual rate until repaid. Prior warrants were revised to allow for exercise at $.05 per warrant as opposed to the previous $.15. The term for exercising the warrants was adjusted to ten years as opposed to five years on the cancelled warrants. The new warrants were valued based on the Black-Scholes method using a risk-free rate of return of .15% and volatility of 347%.

In July 2011, we entered into a Purchase and Lease Agreement (the “Sale/Lease Agreement”) with SMKY Asset Fund LLC (the “Lessor”) related to our smoker-oven system. Pursuant to the Sale/Lease Agreement, we sold the smoker-oven system to the Lessor for a purchase price equal of $240,000. In addition, we are required to issue to Lessor a warrant to purchase a share of common stock for each $1.00 in purchase price paid. The warrant has an exercise price of $0.50 per share, a five-year term and includes net exercise provisions. We leased back the smoker-oven system for rent equal to the lesser of (a) $0.20 per pound of product produced using the smoker-oven, or (b) the amount necessary to generate a 30% return on the sum of the purchase price and $5,000. The Sale/Lease Agreement has a 10-year term, provided that we may repurchase the smoker-oven system at any time after July 25, 2014 that the market price for our common stock has exceeded $0.50 for thirty trading days. The repurchase price is a number of shares of common stock with a fair market value equal to 20 times the sum of (a) the purchase price, plus (b) $5,000.

In October and December 2011, the Company received an aggregate of $77,500 in cash from Asher Enterprises, Inc. in return for two promissory notes in the amounts of $42,500 and $35,000, respectively. The notes ~~accrue~~accrued interest at an annual rate of 8% until repaid and ~~carry~~carried a maturity date of July 11, 2012 and September 15, 2012, respectively. The notes ~~are~~were ~~convertible~~converted into shares of our common stock in July and September 2012 at conversion prices equal to a discount of 45% to the then current market price. In 2012 the Company has further received an aggregate of $175,000 in cash from Asher in return for five promissory notes in various amounts. The first of these was converted into shares of our common stock in September 2012 at a conversion price equal to a discount of 45% to the then current market price. The remaining notes are in the principal amounts of $32,500, $32,500, $32,500, and $40,000 and are due February 4, 2013, April 12, 2013, May 14, 2013, and June 8, 2013, respectively. These notes accrue interest at an annual rate of 8% until repaid and are also convertible into shares of our common stock.

During the ~~2011~~first nine months of 2012, principal uses of cash were approximately $~~340~~220,000 to finance operating losses ~~and approximately $3,200 for equipment~~.

There are no expected capital expenditures during the ~~second~~last ~~half~~quarter of 2012.

Assuming the success of our wholesale ~~foodservice~~ food service and retail grocery distribution operations, which are expected to fully utilize our existing production capacity, we anticipate the need to invest as much as $5 million to create additional production capacity, which would be accomplished through our acquisition of Specialty Foods as intended. This will require the construction of an additional building adjacent to Specialty Food’s existing production space for more ovens and packaging equipment, as well as the remodeling of a second building on site to create space for kosher food production. We currently have an agreement with Specialty Foods under which we are granted the option to acquire its 15-acre campus property and make the required building additions (subject to an obligation to lease back to Specialty Foods its processing facility). We anticipate that the financing to pay for the proposed acquisition and property improvements will be generated from a combination of financing transactions involving equity and debt securities. If we are unable to obtain financing to construct the building addition as planned, we will be forced to significantly curtail our proposed expansion, and our ability to grow revenue will be halted until increased capacity can be created.

Results of Operations

We experienced decreases in general and administrative expenses during the three-month period ending ~~June~~September 30, 2012 as compared to the comparable period ending ~~June~~September 30, 2011. We experienced sales and operating costs during the three-month period ending September ~~June~~ 30, 2012, whereas we experienced no sales and operating costs during the same period in 2011. Additionally, we experienced decreases in general and administrative expenses during the ~~six~~nine-month period ending ~~June~~September 30, ~~2011~~2012 as compared to the same period in ~~2010~~2011. We experienced sales and operating costs during the ~~six~~nine-month period ending ~~June~~September 30, 2012, whereas we experienced no sales and operating costs during the same period in 2011. The changes in revenues and expenses are summarized and discussed in the table below and in the discussion that follows.

Revenues and Expenses. Our operating results for the three-month and ~~six~~nine-month periods ended ~~June~~September 30, 2012 and the comparable periods in 2011 are summarized as follows:

	For the three-month period ended						For the ~~six~~nine-month period ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Sales	$	23,~~340~~474			-		$	811,~~087~~561			-
Cost of Sales	$	1,~~422~~031			-		$	12,~~560~~591			-
Gross Profit (Loss)	$	~~918~~2,443			-		$	68,~~527~~970			-
General & Administrative Expenses
Salaries, Wages & Benefits	$	6068,~~958~~058		$	4951,~~170~~882		$	~~122~~190,~~748~~806		$	98150,~~340~~222
Professional Fees	$	3725,~~511~~965		$	252,~~143~~821		$	90116,~~801~~766		$	255,~~393~~213
Marketing	$	29,~~973~~902		$	555,~~559~~312		$	616,~~486~~388		$	560,~~559~~871
Depreciation/amortization	$	4648,~~243~~875		$	1314,~~844~~949		$	79128,~~198~~073		$	2742,~~689~~638
Rent	$	32,~~116~~223		$	1,~~560~~440		$	57,~~043~~266		$	24,~~820~~260
Stock based compensation
Salaries, Wages & Benefits – related parties	$	6,664		$	6150,~~664~~671		$	1319,~~328~~992		$	30181,~~540~~212
Financing	$	47,497		$	322,106		$	47,797		$	339,158
Professional	$	2,257		$	179,992		$	2,257		$	179,992
Other	$	17,964		$	10,904		$	37,412		$	17,594
Financing	$	10,462		$	72,286		$	58,259		$	411,444
Operating Loss	$	(222,008	)	$	(411,950	)	$	(396,286	)	$	(524,093	)
Other	$	27,042		$	39,385		$	64,454		$	56,978
Other (Expense)	$	(66,589	)	$	(133,442	)	$	(132,776	)	$	(207,923	)
Operating Loss	$	(199,005	)	$	(618,739	)	$	(595,291	)	$	(1,142,830	)
Net (Loss)	$	(288,597	)	$	(545,392	)	$	(529,062	)	$	(732,016	)
Other (Expense)	$	(65,934	)	$	(67,002	)	$	(198,710	)	$	(274,925	)
Net (Loss)	$	(264,939	)	$	(685,740	)	$	(794,001	)	$	(1,417,755	)

THREE-MONTH PERIODS ENDED ~~JUNE~~SEPTEMBER 30, 2012 AND ~~JUNE~~SEPTEMBER 30, 2011

We had no sales or costs or sales for the three-month periods ended ~~June~~September 30, 2011. Consequently, we had no operating loss during these periods. We had sales of $23,~~340~~474 and cost of sales of $1,~~422~~031 during the quarterly period ended ~~June~~September 30, 2012. Consequently, we had gross profit of $~~918~~2,443 during that period.

Our total general and administrative expenses decreased by $~~189~~417,~~024~~290, from $~~411~~618,~~950~~738 in the three-month period ended ~~June~~September 30, 2011 to $~~222~~201,~~008~~448 in the same period in 2012. The decrease in general and administrative expenses was due primarily to adecreases ~~decrease~~in professional fees, marketing expenses, stock-based compensation, ~~related~~and toother ~~financing activities~~expenses, as described below.

~~Stock~~Professional fees decreased by $26,856, from $52,821 in the three-~~based~~month ~~compensation~~period ~~related~~ended September 30, 2011 to ~~financing~~$25,965 in the same period in 2012, ~~activities~~due primarily to higher costs incurred in the 2011 period to become current in government reporting and compliance obligations, with no corresponding costs required in 2012. Marketing expenses decreased by $~~274~~45,~~609~~410, from $~~322~~55,~~106~~312 in the three-month period ended ~~June~~September 30, 2011 to $479,~~497~~902 in the same period in 2012, due primarily to ~~warrants~~higher ~~given~~costs toin ~~individuals~~the ~~who~~2011 ~~had~~period ~~advanced~~for ~~money~~a new website as compared to the ~~Company~~2012 inwebsite ~~order~~costs. ~~for~~Stock-based ~~the~~compensation ~~Company~~related to ~~pay~~salaries, ~~essential~~wages and benefits decreased by $144,007, ~~obligations~~from $150,671 in the three-month period ended ~~June~~September 30, 2011 to $6,664 ~~with~~in ~~fewer~~the ~~advances~~same ~~occurring~~period in 2012, due primarily to warrants provided to corporate officers in the ~~same~~2011 period in lieu of cash compensation with no corresponding warrants in the 2012 period. Stock-based compensation related to professional fees decreased by $177,735, from

The decreases in stock-based compensation related to financing activities described in the previous paragraph were partially offset by increases in expenses relating to salaries, wages and benefits, in professional fees, and in depreciation and amortization expenses. Expenses relating to salaries, wages and benefits increased by $11,788, from $49,170 in the three-month period ended June 30, 2011 to $60,958 in the same period in 2012, due primarily to the Company resuming operations and paying production staff. Professional fees increased by $35,368, from $2,143 in the three-month period ended June 30, 2011 to $37,511 in the same period in 2012, due primarily to the Company incurring government reporting and compliance costs whereas such no such costs were incurred in the same period in 2011. Depreciation and amortization expenses increased by $32,399, from $13,844 in the three-month period ended June 30, 2011 to $46,243 in the same period in 2012, due primarily to the amortization of loan discounts on loans incurred in late 2011 and in the first half of 2012. Overall, the increases in expenses relating to salaries, wages and benefits, professional fees, and depreciation and amortization expenses were not as great as the decrease in the general and administrative expenses described in the previous paragraph.

~~SIX~~$179,992 in the three-~~MONTH~~month ~~PERIODS~~period ~~ENDED~~ended ~~JUNE~~September 30, 2011 to $2,257 in the same period in 2012, ~~AND~~due ~~JUNE~~primarily to warrants provided to contract corporate officers in lieu of cash compensation in the 2011 period with no corresponding warrants in the 2012 period. Stock-based compensation related to financing activities decreased by $61,824, from $72,286 in the three-month period ended September 30, 2011 to $10,462 in the same period in 2012, due primarily to warrants given to individuals who advanced funds to the Company during the 2011 period with no corresponding warrants in the 2012 period. Other expenses decreased by $12,343, from $39,385 in the three-month period ended September 30, 2011 to $27,042 in the same period in 2012, due primarily to lower travel costs in the 2011 period as compared to the 2012 period.

WeThe decreases ~~had~~in noexpenses ~~sales~~described orin ~~costs~~the ofprevious ~~sales~~paragraph ~~for~~were partially offset by increases in expenses relating to salaries, wages and benefits, and in depreciation and amortization expenses. Expenses relating to salaries, wages and benefits increased by $16,176, from $51,882 in the ~~six~~three-month period ended ~~June~~September 30, 2011. ~~Consequently~~to $68,058 wein ~~had~~the nosame ~~operating~~period ~~loss~~in ~~during~~2012, ~~that~~due primarily to an increase in plant workers in Iowa in the 2012 period employed for food production . ~~For~~Depreciation and amortization expenses increased by $33,926, from $14,949 in the ~~six~~three-month period ended ~~June~~September 30, 2011, weto ~~had~~ $848,~~087~~875 in ~~sales~~the ~~and~~same ~~$709~~period in ~~costs~~2012, ofdue primarily ~~sales.~~to ~~Consequently,~~additional ~~our~~amortization ~~gross~~on ~~profit~~new ~~for~~loan discounts in the ~~six-month~~2012 period. ~~ended~~Overall, ~~June~~the ~~30,~~increases in expenses relating to ~~2012~~salaries, ~~was~~wages $6and benefits,~~527~~ and depreciation and amortization expenses were not as great as the decreases in the expenses described in the previous paragraph.

~~Our total general and administrative expenses~~NINE-MONTH ~~decreased~~PERIODS byENDED ~~$121,280,~~SEPTEMBER ~~from $524,093 in the six-month period ended June~~ 30, ~~2011 to $402,813 in the same period in~~ 2012. ~~The~~AND ~~decrease in~~SEPTEMBER ~~general and administrative expenses was due primarily to decreases in stock-based compensation related to salaries~~30, ~~wages and benefits and stock-based compensation related to financing activities, as described below.~~2011

~~Stock-based compensation related to salaries,~~We ~~wages~~had ~~and~~no ~~benefits~~sales ~~decreased~~or bycosts ~~$17,212,~~of ~~from~~sales ~~$30,540~~for in the ~~six~~nine-month period ended ~~June~~September 30, 2011. ~~to $13~~Consequently,~~328~~ inwe ~~the~~had ~~same~~no ~~period in~~operating ~~2012,~~loss ~~due~~during that ~~primarily~~period. toFor the ~~issuance~~nine-month ofperiod 1ended September 30,~~750~~ 2012,~~000~~ ~~shares~~we ofhad ~~common~~$11,561 ~~stock~~in tosales ~~the~~and ~~CEO~~$2,591 in ~~the~~costs ~~2011~~of ~~period~~sales. ~~Stock-based compensation~~Consequently, ~~related~~our togross ~~financing~~profit ~~activities~~for ~~decreased by $291,361, from $339,158 in~~ the ~~six~~nine-month period ended ~~June~~September 30, ~~2011~~2012 towas $478,~~797 in the same period in 2012, due primarily to fewer warrants being issued as compensation for advances in the 2012 period~~970.

~~The~~Our total ~~decreases in~~ general and administrative ~~expenses~~ ~~described in the previous paragraph were partially offset by increases in~~ expenses ~~related~~decreased ~~to salaries, wages and benefits, professional fees, depreciation and amortization expenses, and other expenses. Expenses relating to salaries, wages and benefits increased~~ by $24538,~~408~~569, from $981,~~340~~142,830 in the ~~six~~nine-month period ended ~~June~~September 30, 2011 to $~~122~~604,~~748~~261 in the same period in 2012~~, due primarily to the Company resuming operations and paying production staff~~. ~~Professional~~The ~~fees~~decrease ~~increased by $88,408, from $2,393~~ in ~~the~~general ~~six-month period ended June 30, 2011 to $90,801 in the same period in 2012, due primarily to the Company incurring government reporting~~ and ~~compliance~~ ~~costs~~administrative ~~whereas such no such costs were incurred in the same period in 2011. Depreciation and amortization~~ expenses ~~increased by~~was ~~$51,509, from $27,689 in the six-month period ended June 30, 2012 to $79,198 in the same period in 2012,~~ due primarily to ~~the~~decreases ~~amortization of loan discounts on loans incurred~~ in ~~late~~marketing ~~2011~~expenses and ~~in the first half of 2012. Other expenses increased by $19,818, from $17,594 in the six~~stock-~~month~~based ~~period ended June 30~~compensation, ~~2011 to $37,412 in the same period in 2012, due primarily to the resumption of operations in the 2012 period. Overall, these increases were not~~ as ~~great as the decreases in the general and administrative expenses~~ described ~~in the previous paragraph~~below.

~~Working~~Marketing expenses ~~Capital~~decreased by $44,483, from $60,871 in the nine-month period ended September 30, 2011 to $16,388 in the same period 2012, due primarily to website costs incurred in the 2011 period with no corresponding costs in the 2012 period. ~~Our~~Stock-based ~~working~~compensation related ~~capital~~to salaries, wages and benefits decreased by $161,220, from $181,212 in the nine-month period ended September 30, 2011 asto $19,992 in the same period in 2012, due primarily to the issuance of ~~June~~1,750,000 shares of common stock to the CEO in the 2011 period with no corresponding issuance in the 2012 period. Stock-based compensation related to professional fees decreased by $177,735, from $179,992 in the nine-month period ended September 30, 2011 to $2,257 in the same period in 2012, ~~and~~due asprimarily ofto ~~December~~stock 31warrants given to professional service provides in the 2011 period with no concurrent warrants being given in the 2012 period. Stock-based compensation related to financing activities decreased by $353,185, from $411,444 in the nine-month period ended September 30, 2011 ~~are~~to ~~summarized~~$48,259 in the ~~table~~same ~~below~~period in 2012, due primarily to fewer warrants being issued as compensation for advances in the 2012 period.

	As of
	June 30, 2012			December 31, 2011
Current Assets
Cash	$	4,098		$	17,614
Inventory	$	15,256		$	16,816
Total Current Assets	$	19,354		$	34,430
Current Liabilities
Accounts payable	$	522,990		$	524,338
Accounts payable – related parties	$	170,976		$	145,933
Due to employees	$	699,889		$	602,489
Short-term advances	$	100,600		$	94,700
Convertible debt	$	69,409		$	48,708
Total Current Liabilities	$	1,5,63,864		$	1,416,168
Working Capital (Deficit)	$	(1,544,510	)	$	(1,381,738	)

The decreases in general and administrative expenses described in the previous paragraph were partially offset by increases in expenses related to salaries, wages and benefits, professional fees, and depreciation and amortization expenses. Expenses relating to salaries, wages and benefits increased by $40,584, from $150,222 in the nine-month period ended September 30, 2011 to $190,806 in the same period in 2012, due primarily to the Company resuming operations and paying production staff. Professional fees increased by $61,553, from $55,213 in the nine-month period ended September 30, 2011 to $116,766 in the same period in 2012, due primarily to the Company incurring increased costs in the 2012 period to stay current on government reporting and compliance obligations whereas such costs were lower in the 2011 period. Depreciation and amortization expenses increased by $85,435, from $42,638 in the nine-month period ended September 30, 2012 to $128,073 in the same period in 2012, due primarily to the amortization of loan discounts on loans incurred in late 2011 and in the first half of 2012. Overall, these increases were not as great as the decreases in the general and administrative expenses described in the previous paragraph.

Our working capital deficiency increased by $162,772, from $1,381,738 at fiscal-year end 2011 to $1,544,510 as of June 30, 2012. The increase in our working capital deficiency was primarily due to an increase of $25,043 in accounts payable to related parties, an increase of $97,400 in amounts due to employees, and an increase of $20,701 in convertible debt.

~~Cash Flows~~Working Capital. Our ~~cash~~working ~~flows~~capital ~~for the~~as ~~six-month~~of ~~periods~~September ~~ended June~~ 30, 2012 and ~~the~~as ~~comparable~~of ~~period~~December in31, 2011 are summarized asin ~~follows:~~the table below.

	For the Six-Month Periods Ended
	As of
	June 30, 2012			June 30, 2011
	September 30, 2012			December 31, 2011
Net Cash Provided (Used) by Operating Activities	$	(115,916	)	$	(40,435	)
Current Assets
Net Cash Provided (Used) by Investing Activities		-		$	183
Cash	$	2,462		$	17,614
Net Cash Provided (Used) by Financing Activities	$	102,400		$	41,400
Inventory	$	14,868		$	16,816
Net Increase (Decrease) in Cash	$	(13,516	)	$	1,148
Total Current Assets	$	17,330		$	34,430
Cash, Beginning of Period	$	17,614		$	10
Current Liabilities
Cash, End of Period	$	4,098		$	1,158
Accounts payable	$	523,917		$	524,338
Accounts payable – related parties	$	164,113		$	145,933
Due to employees	$	733,549		$	602,489
Short-term advances	$	87,700		$	94,700
Convertible debt	$	88,205		$	48,708
Total Current Liabilities	$	1,597,484		$	1,416,168
Working Capital (Deficit)	$	(1,508,154	)	$	(1,381,738	)

~~We utilized more cash in our operating activities~~Our inworking ~~the~~capital ~~six-month~~deficiency ~~period~~increased ~~ended~~by ~~June 30~~$198, ~~2012~~416, from $401,~~435~~381,738 inat ~~the six~~fiscal-~~month~~year ~~period~~end ~~ended June 30,~~ 2011 to $~~115~~1,~~916 in the same period in 2012~~580,154 ~~primarily due to a larger loss from operations (after adding back non-cash expenses such~~ as ~~accrued~~of ~~interest~~September ~~and~~30, ~~stock based compensation) in the~~ 2012 ~~period~~. ~~Our investing activities provided $183 in cash during the six-month period ended June 30,~~ ~~2011,~~The ~~compared~~increase ~~to $0~~ in ~~cash~~our ~~provided~~working incapital ~~the~~deficiency ~~same~~was ~~period in 2012,~~ primarily due to ~~the~~an ~~refund~~increase of ~~previous deposits in the six-month period ended June 30~~$18,180 ~~2011 with no corresponding activity~~ in ~~2012.~~accounts Wepayable ~~generated~~to ~~more~~related ~~cash from financing activities~~parties, ~~from $41,400~~ ~~provided~~an ~~during~~increase ~~the~~of ~~six-month period ended June 30, 2011 to~~ $~~102~~131,~~400~~060 ~~provided~~in ~~during~~amounts ~~the~~due ~~same~~to ~~period in 2012~~employees, ~~primarily~~and ~~due~~an ~~to the~~increase ~~receipt~~ of $7039,~~000~~497 in convertible ~~note proceeds in the 2012 period and no similar transaction in the 2011 period~~debt.

Cash Flows. Our cash flows for the nine-month periods ended September 30, 2012 and the comparable period in 2011 are summarized as follows:

	For the nine-Month Periods Ended
	September 30, 2012			September 30, 2011
Net Cash Provided (Used) by Operating Activities	$	(218,251	)	$	(255,221	)
Net Cash Provided (Used) by Investing Activities		-		$	(3,017	)
Net Cash Provided (Used) by Financing Activities	$	203,099		$	325,950
Net Increase (Decrease) in Cash	$	(15,152	)	$	67,712

Cash, Beginning of Period	$	17,614		$	10
Cash, End of Period	$	2,462		$	67,722

We utilized less cash in our operating activities in the nine-month period ended September 30, 2012, from $255,221 in the nine-month period ended September 30, 2011 to $218,251 in the same period in 2012, primarily due to a larger loss from operations (after adding back non-cash expenses such as accrued interest and stock based compensation) in the 2011 period. Our investing activities utilized $3,017 in cash during the nine-month period ended September 30, 2011, compared to $0 in cash in the same period in 2012, primarily due to the refund of previous deposits in the nine-month period ended September 30, 2011 with no corresponding activity in 2012. We generated less cash from financing activities, from $325,950 provided during the nine-month period ended September 30, 2011 to $203,099 cash provided during the same period in 2012, primarily due to less cash advances received during the 2012 period.

Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, and all of the other information set forth in this prospectus before deciding to invest in shares of our common stock. In addition to historical information, the information in this prospectus contains forward looking statements about our future business and performance. Our actual operating results and financial performance may be different from what we expect as of the date of this prospectus. The risks described in this prospectus represent the risks that management has identified and determined to be material to our company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially harm our business operations and financial condition.

We have generated only a nominal amount of revenue and may be unable to generate significant revenue in the future.

We were incorporated in April 2006 and are in the process of commencing operations. As a result, we have generated only a nominal amount of revenue, and all of our plans are speculative. We may be unable to generate or expand revenue at the rate anticipated. If we do not generate significant revenue in the future, or if costs of expansion and operation exceed revenues, we will not be profitable. We may be unable to execute our business plan, generate significant revenue or be profitable.

The inexperience of our key management, and our limited operating history and evolving business plan, make it difficult to evaluate our performance and forecast our future.

We were formed in April 2006. Our key management individuals have experience in the restaurant industry, but have limited or no experience in internet retailing, establishing a national food service business (directly or through franchise arrangements) or operating a reporting issuer. Our limited operating history and limited experience make it difficult to evaluate our ability to generate revenues, manage growth, obtain necessary capital, manage costs, create profits, and generate cash from operations. Specifically, our ability to do the following may be impaired:

●

implement our business plan (which may be based upon faulty assumptions and expectations arising from our limited experience);

●

obtain capital necessary to continue operations and implement our business plan;

●

comply with SEC rules and regulations and manage market expectations;

●

differentiate ourselves from our competitors; and

●

establish a significant retail and restaurant customer base.

If we fail to successfully manage these risks, we may never expand our business or become profitable and our business may fail.

We will be unable to implement our business plan if we cannot raise sufficient capital and may be required to pay a high price for capital.

As of ~~June~~September 30, 2012, we had $42,~~098~~462 in cash and cash equivalents. We need to obtain a significant amount of additional capital to implement our business plan and meet our financial obligations as they become due. We may not be able to raise the additional capital needed or may be required to pay a high price for capital. Factors affecting the availability and price of capital may include the following:

●

the availability and cost of capital generally;

●

our financial results, including our liquidity situation;

●

the market price of our common stock;

●

the experience and reputation of our management team;

●

market interest, or lack of interest, in our industry and business plan;

●

the trading volume of, and volatility in, the market for our common stock;

●

our ongoing success, or failure, in executing our business plan;

●

the amount of our capital needs; and

●

the amount of debt, options, warrants and convertible securities we have outstanding.

We may be unable to meet our current or future obligations or to adequately exploit existing or future opportunities if we cannot raise sufficient capital. If we are unable to obtain capital for an extended period of time, we may be forced to discontinue operations.

Our auditors have included an explanatory paragraph in our financial statements regarding our status as a going concern.

Our audited financial statements included in this prospectus were prepared on the assumption that we will continue as a going concern. Our independent registered public accounting firm has stated that it substantially doubts our ability to continue as a going concern in a report dated April 16, 2012. This doubt is based on the fact that we have had losses since inception, have a stockholders’ deficit and have had no material revenue generating operations since inception.

The packaged food market is competitive, and we may be unable to successfully capture retail customers.

The market for packaged meat products, and competing packaged products, is highly competitive. We propose to sell packaged meat products over the Internet and at retail locations. We may be unable to differentiate ourselves in the marketplace and compete successfully against existing or future competitors of our business. In order to succeed, we will be required to take customers away from established smoked meat and fish brands and alternative food products sold over the Internet or at retail stores. Our retail products will be sold at higher prices than some of our competitor’s products, and consumers may not differentiate the quality of our products or may not be willing to pay higher prices. If we fail to establish customers for our packaged food business, it is unlikely that we will generate significant revenue or become profitable, and in the long run our business will likely fail.

The risk of product contamination and recall may harm our public image and result in decreased revenues and harm to our business.

There is a risk that our food processor could produce contaminated meat or other products that we would ship or serve at our restaurant-markets or kiosks. If such an event occurs, we may be required to recall our products from retail stores, affiliate warehouses and from the restaurant outlets being served. A product recall would increase costs, result in lost revenues and harm our public relations image, in addition to exposing us to liability for any personal injury resulting from such contamination.

The availability of raw meat, fish and other food products may change without notice, and the fluctuating cost of these products may unexpectedly increase our operating costs and harm our business.

The costs of obtaining the meat, fish and other food products required for our products are subject to constant fluctuations and frequent shortages of item availability. Adequate supplies of raw meat, fish and other food products may not always be available, and the price of raw meat, fish and other food products may rise unexpectedly, resulting in increased operating costs, potential interruptions in our supply chain, and harm to our business.

Adverse publicity regarding fish, poultry or beef could negatively impact our business.

Our business can be adversely affected by reports regarding mad cow disease, Asian bird flu, meat contamination within the U.S. generally or food contamination generally. In addition, concerns regarding hormones, steroids and antibiotics may cause consumers to reduce or avoid consumption of fish, poultry, or beef. Any reduction in consumption of fish, poultry, or beef by consumers, would harm our revenues, financial condition and results of operations.

Our supply chain may be subject to shipping losses, various accidents, or spoilage, which would decrease revenues and potentially lead to a loss of customers.

We have contracted with a food processor that will be responsible for shipping our processed products, restaurant-stores or consumers to distribution centers or marketing affiliates. Shipping losses, various accidents and product spoilage during this process may lead to decreased sales, potentially disgruntled commercial customers and possible shortages at our distribution centers and retail locations. Repeated or extensive problems of this nature would harm our reputation and revenues.

We may lose our processor affiliation or experience a breakdown in our single processing oven system, substantially harming our ability to generate revenues until another processor is located.

We are completely dependent upon Mary Ann’s Specialty Foods, Inc., and upon a single oven-system located at Specialty Foods, to produce our smoked foods in order to operate the business and generate revenue. If our oven system breaks down, becomes contaminated or is removed from Specialty Foods’ facility, we would experience an interruption in our ability to supply products to customers. This would harm our relationships with our customers and Internet affiliates, and harm our revenues in the short run. Any long-term interruptions in our ability to produce smoked foods would significantly limit our ability to continue operations.

We have entered into a sale/leaseback transaction with respect to our smoker-oven, which creates risk of loss if we default and may inhibit our cash flow.

In July 2011, we entered into a Purchase and Lease Agreement with SMKY Asset Fund LLC, or the Lessor, related to our smoker-oven system. Pursuant to this Purchase and Lease Agreement we sold the smoker-oven system to the Lessor and are required to pay rent equal to the lesser of (a) $0.20 per pound of product produced using the smoker-oven, or (b) the amount necessary to generate a 30% return on the sum of the purchase price and $5,000. This rent will diminish our cash flow as we begin to generate revenue, and there is some risk that we will default under the lease and forfeit any right to use the smoker-ovens that are the foundation of our business.

We cannot repurchase the smoker-oven system until the first date after July 25, 2014 that the market price of our common stock has exceeded $0.50 for thirty trading days. The repurchase price is a number of shares of common stock with a fair market value equal to 20 times the sum of (a) the purchase price, plus (b) $5,000. If our market price does not exceed $0.50 for thirty trading days we will be unable to repurchase our smoker-oven system (and will be required to continue to pay rent), and any repurchase of the smoker-oven system will be dilutive to our shareholders.

We are dependent upon key personnel to manage business, and the loss of such personnel could significantly impair our ability to implement our business plan.

We are highly dependent upon the efforts of management, particularly Edward C. Feintech, our Chairman, President and Chief Executive Officer. Due to our limited financial resources, in the short run, we expect to be unable to attract full-time qualified management personnel. Assuming our business expands, our ability to attract qualified personnel will be affected by our then-current financial situation and the limited number of qualified managers in the smoked-food industry. We may be unable to attract or retain qualified management personnel. If we are unsuccessful in retaining or attracting such employees, our ability to grow and service capacity will be harmed.

9We expect to be dependent on third party affiliates to provide design, advertising, food service operations management, and franchising assistance in relation to our BarBQ Diners and to assist in development of our general operating and marketing plan.

We expect to be dependent on third party affiliates to provide design, advertising, foodservice operations management, and franchising assistance in relation to our BarBQ Diners and to assist in development of our general operating and marketing plan.

We intend to engage well-established consulting firms for design, advertising, operations management and franchising to assist us in the development and execution of our BarBQ Diner plan. If we are unable to engage and sustain long-term agreements with these operating affiliate firms, our ability to generate revenue will be delayed or reduced, and we may incur substantial costs in obtaining the necessary services to execute the roll out for our restaurants and kiosks.

Labor disputes affecting common carriers and ~~foodservice~~food service distributors may hamper our ability to deliver our product to customers and harm our business.

We will be dependent upon UPS and other package delivery contractors and ~~foodservice~~food service distributors to ship internet orders to customers and products to our ~~foodservice~~food service concept outlets. Labor disputes involving package delivery contractors, or other events creating delays, unpredictability or lost increases in the express delivery market may significantly damage our shipping and delivery capability. This would increase our costs, likely cause us to fail to comply with delivery commitments to our customers, and eventually harm our ability to generate revenues.

Our business may be affected by increased compensation and benefits costs.

We expect labor costs to be a significant expense for our business. We may be negatively affected by increases in workers’ wages and costs associated with providing benefits, particularly healthcare costs. Such increases can occur unexpectedly and without regard to our efforts to limit them. If such increases occur, we may be unable to pass them along to the consumer through product price increases, resulting in decreased operating results.

Changes in general economic and political conditions affect consumer spending and may harm our revenues and operating results.

Our country’s economic condition affects our customers’ levels of discretionary spending. A decrease in discretionary spending due to a recession or decreases in consumer confidence in the economy could affect the frequency with which our customers choose to purchase smoked-foods or dine out or the amount they spend on smoked-food or meals while dining out. This would likely decrease our revenues and operating results.

Failure to comply with governmental regulations could harm our business and our reputation.

We will be subject to regulation by federal agencies and regulation by state and local health, sanitation, building, zoning, safety, fire and other departments relating to the development and operation of our proposed BarBQ Diners. These regulations include matters relating to:

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the environment;

●

building construction;

●

zoning requirements;

●

worker safety;

●

the preparation and sale of food and alcoholic beverages; and

●

employment.

Our facilities will need to be licensed and will be subject to regulation under state and local fire, health and safety codes. The construction of modular BarBQ Diners will be subject to compliance with applicable zoning, land use, and environmental regulations. We may not be able to obtain necessary licenses or other approvals on a cost-effective and timely basis in order to construct and develop modular BarBQ Diners in the future.

If we elect to serve alcohol to our customers, we will be required to comply with the alcohol licensing requirements of the federal, state, and municipal governments having jurisdiction where our BarBQ Diners are located. Alcoholic beverage control regulations require applications to state authorities and, in certain locations, county and municipal authorities for a license and permit to sell alcoholic beverages. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of BarBQ Diners, including minimum age of guests and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages. If we fail to comply with federal, state, or local regulations, our licenses may be revoked and we may be forced to terminate the sale of alcoholic beverages at one or more of our BarBQ Diners.

The Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment. We will likely be required to comply with the Americans with Disabilities Act and regulations relating to accommodating the needs of the disabled in connection with the construction of new facilities and with significant renovations of existing facilities.

Failure to comply with these and other regulations could increase our cost structure, slow our expansion and harm our reputation, any of which would harm our operating results.

Compliance with existing and new regulations of corporate governance and public disclosure may result in additional expenses.

Compliance with changing laws, regulations, and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and other SEC regulations, requires large amounts of management attention and external resources. This may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Our directors, executive officers and principal stockholders have effective control of the company, preventing non-affiliate stockholders from significantly influencing our direction and future.

Our directors, officers, and 5% stockholders and their affiliates control a significant percentage of our outstanding shares of common stock and are expected to continue to control a significant percentage of our outstanding common stock following any financing transactions projected for the foreseeable future. These directors, officers, 5% stockholders and affiliates effectively control all matters requiring approval by the stockholders, including any determination with respect to the acquisition or disposition of assets, future issuances of securities, declarations of dividends and the election of directors. This concentration of ownership may also delay, defer, or prevent a change in control and otherwise prevent stockholders other than our affiliates from influencing our direction and future.

There is a public market for our stock, but it is thin and subject to manipulation.

The volume of trading in our common stock is limited and can be dominated by a few individuals. The limited volume can make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. An investor may find it difficult to dispose of shares of our common stock or obtain a fair price for our common stock in the market.

The market price of our common stock may be harmed by our need to raise capital.

We need to raise additional capital in order to roll out our business plan and expect to raise such capital through the issuance of preferred stock, common stock and/or convertible debt. Because securities in private placements and other transactions by a company are often sold at a discount to market prices, this need to raise additional capital may harm the market price of our common stock. In addition, the re-sale of securities issued in such capital-raising transactions, whether under Rule 144 or a re-sale registration statement, may harm the market price of our common stock.

The market price for our common stock is volatile and may change dramatically at any time.

The market price of our common stock, like that of the securities of other early-stage companies, is highly volatile. Our stock price may change dramatically as the result of announcements of our quarterly results, the rate of our expansion, significant litigation or other factors or events that would be expected to affect our business or financial condition, results of operations and other factors specific to our business and future prospects. In addition, the market price for our common stock may be affected by various factors not directly related to our business, including the following:

●

intentional manipulation of our stock price by existing or future stockholders;

●

short selling of our common stock or related derivative securities;

●

a single acquisition or disposition, or several related acquisitions or dispositions, of a large number of our shares;

●

the interest, or lack of interest, of the market in our business sector, without regard to our financial condition or results of operations;

●

the adoption of governmental regulations and similar developments in the United States or abroad that may affect our ability to offer our products and services or affect our cost structure;

●

developments in the businesses of companies that purchase our products; or

●

economic and other external market factors, such as a general decline in market prices due to poor economic indicators or investor distrust.

Our ability to issue preferred stock and common stock may significantly dilute ownership and voting power, negatively affect the price of our common stock and inhibit hostile ~~takeovers~~take overs.

Under our Articles of Incorporation, as amended, we are authorized to issue up to 10 million shares of preferred stock and 200 million shares of common stock without seeking stockholder approval. Our board of directors has the authority to create various series of preferred stock with such voting and other rights superior to those of our common stock and to issue such stock without stockholder approval. Any issuance of such preferred stock or common stock would dilute the ownership and voting power of existing holders of our common stock and may have a negative effect on the price of our common stock. The issuance of preferred stock without stockholder approval may also be used by management to stop or delay a change of control, or might discourage third parties from seeking a change of control of our company, even though some stockholders or potential investors may view possible takeover attempts as potentially beneficial to our stockholders.

We are unlikely to pay dividends on our common stock in the foreseeable future.

We have never declared or paid dividends on our stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business. We do not anticipate paying any cash dividends in the foreseeable future, and it is unlikely that investors will derive any current income from ownership of our stock. This means that your potential for economic gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price higher than your purchase price.

Our common stock is a “low-priced stock” and subject to regulation that limits or restricts the potential market for our stock.

Shares of our common stock are “low-priced” or “penny stock,” resulting in increased risks to our investors and certain requirements being imposed on some brokers who execute transactions in our common stock. In general, a low-priced stock is an equity security that:

●

Is priced under five dollars;

●

Is not traded on a national stock exchange;

●

Is issued by a company that has less than $5 million in net tangible assets (if it has been in business less than three years) or has less than $2 million in net tangible assets (if it has been in business for at least three years); and

● Is issued by a company that has average revenues of less than $6 million for the past three years. We believe that our common stock is presently a “penny stock.” At any time the common stock qualifies as a penny stock, the following requirements, among others, will generally apply:

We believe that our common stock is presently a “penny stock.” At any time the common stock qualifies as a penny stock, the following requirements, among others, will generally apply:

●

Certain broker-dealers who recommend penny stock to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale.

●

Prior to executing any transaction involving a penny stock, certain broker-dealers must deliver to certain purchasers a disclosure schedule explaining the risks involved in owning penny stock, the broker-dealer’s duties to the customer, a toll-free telephone number for inquiries about the broker-dealer’s disciplinary history and the customer’s rights and remedies in case of fraud or abuse in the sale.

●

In connection with the execution of any transaction involving a penny stock, certain broker-dealers must deliver to certain purchasers the following:

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bid and offer price quotes and volume information;

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the broker-dealer’s compensation for the trade;

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the compensation received by certain salespersons for the trade;

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monthly accounts statements; and

●

a written statement of the customer’s financial situation and investment goals.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our critical accounting policies and estimates, including those related to long-lived assets, share-based compensation, revenue recognition, overhead allocation, allowance for doubtful accounts, inventory, and deferred income tax. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. These judgments and estimates affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Changes to these judgments and estimates could adversely affect the Company’s future results of operations and cash flows.

Impairment of Long-Lived Assets

Revenue Recognition

Sales are recognized upon shipment and indication of collectability such as a purchase order or other evidence which establishes the validity of the transaction.

Net (Loss) Per Common Share

Stock-Based Compensation

The Company has issued its common shares as compensation to directors, officers, and non-employees. The Company measures the amount of stock-based compensation based on the fair value of the equity instrument issued or the services or goods provided as of the earlier of (1) the date at which an agreement is reached with the recipient as to the number of shares to be issued for performance, or (2) the date at which the recipient’s performance is complete.

Income Taxes

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company is not required to provide the information required by this Item, as per Item 305(e) of Regulation S-K promulgated under the Exchange Act of 1934.

~~Item 4. Controls and Procedures~~14

(a) Under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, the Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2011Item 4. ~~Based on this evaluation,~~ ~~the~~Controls ~~Company’s principal executive officer~~ and principal financial officer concluded that the Company’s disclosure controls and procedures are not effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits under the Securities Exchange Act of 1934 (as amended) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. This conclusion is based in part on the fact that the Company has consistently not completed previous periodic reports and related audits within required time periods.Procedures

(ba) Under ~~There~~the ~~have~~supervision ~~been~~and nowith ~~changes~~the inparticipation ~~our~~of ~~internal control~~the ~~over~~Company’s ~~financial~~management, ~~reporting~~including ~~identified~~the inCompany’s ~~connection~~principal executive ~~with~~officer and principal financial officer, the Company conducted an evaluation ~~required~~of byits ~~paragraph~~disclosure controls and procedures, as such term is defined under Rule 13a-14(dc) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ~~Rules~~as ~~13a-15~~of September 30, 2012. Based on this evaluation, the Company’s principal executive orofficer ~~15d-15~~and principal financial officer concluded that ~~occurred~~the ~~during~~Company’s ~~our~~disclosure ~~last~~controls ~~fiscal~~and ~~quarter~~procedures are not effective in ensuring that ~~have~~information ~~materially~~required ~~affected,~~to be disclosed by the Company in its reports that it files or ~~are~~submits ~~reasonably~~under the ~~likely~~Securities toExchange ~~materially~~Act ~~affect~~of 1934 (as amended) is recorded, processed, summarized and reported within the time periods ~~our~~specified ~~internal~~in ~~control~~the ~~over~~rules ~~financial~~and ~~reporting~~forms of the SEC. This conclusion is based in part on the fact that the Company has consistently not completed previous periodic reports and related audits within required time periods.

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

PART II

OTHER INFORMATION

Item 1A. Risk Factors

This item is not applicable to smaller issuers; however, please refer to the “Risk Factors” identified in the Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 2. Unregistered sales of Equity Securities and Use of Proceeds

Other than as previously reported, the Company offered and sold the following securities in reliance upon exemptions from the registration requirements of the Securities Act:

We have entered into ~~four~~ a total of seven convertible debt arrangements with an unrelated financier ~~the~~ (“Financier”). The promissory notes carry interest at an 8% annual rate and are due nine months from the transaction date. The first note ~~was~~is in the principal amount of $42,500 and is was due July 11, 2012. The second note ~~was~~is in the principal amount of $35,000 and iswas due September 15, 2012. The third note ~~was~~is in the principal amount of $37,500 and iswas due on November 4, 2012. The fourth note ~~was~~is in the principal ~~amount~~ amount of $32,500 and is due on February 4, 2013. The fifth note is in the principal amount of $32,500 and is due on April 12, 2013. The sixth note is in the principal amount of $32,500 and is due on May 14, 2013. The seventh note is in the principal amount of $40,000 and is due on June 8, 2013. All notes have a conversion option which allows the Financier to convert the principal and accrued interest into common shares based on the average of the lowest three closing prices of our common stock over the prior ten to fifteen days. That price is then discounted by 45% to arrive at the conversion price. We have the right to repurchase the notes during the first 180 days at a price which includes accrued interest plus the original principal amount multiplied by 150%. The Infirst note was fully converted in April 2012, and the second note was partially converted in June 2012. In July 2012, (i) as ~~full~~partial conversion of anthe ~~outstanding~~second note in favor of the Financier, we offered and sold to such party 21,~~407~~270,~~511~~394 shares of common stock at a conversion ratio based on the average of the lowest three closing prices of our common stock over the prior ten to fifteen days, which amount equaled $0.~~2333~~115, which was then discounted by 45% to arrive at the conversion price;, ~~and~~ (ii) ~~as partial conversion of an outstanding note~~ in exchange ~~favor~~for ~~of the Financier~~services, we offered and sold to ~~such~~an ~~party~~individual ~~666~~20,~~667~~000 shares of common stock atwith a ~~conversion~~fair ~~ratio~~market ~~based~~value onof ~~the~~$700 ~~average~~(or $0.035 ofper ~~the~~share); ~~lowest~~and ~~three~~(iii) ~~closing~~in ~~prices of~~exchange ~~our~~for ~~common~~$3,600 ~~stock~~in ~~over~~cash, ~~the~~we ~~prior~~offered ~~ten~~and sold to ~~fifteen~~an ~~days~~individual 120,000 ~~which~~shares ~~amount~~of ~~equaled~~common stock with a fair market value of $~~0.115~~3,6000 ~~which~~(or ~~was~~$0.030 ~~then~~per ~~discounted~~share) byand ~~42%~~warrants to ~~arrive~~ purchase 120,000 shares of common stock at ~~the~~$0.15 ~~conversion~~per share, ~~price~~exercisable over three years. The offer and sale of such shares of our common stock and warrants is being effected in reliance upon the exemptions for sales of securities not involving a public offering, as set forth in Section 4(2) of the Securities Act, based upon the following: (a) ~~the~~each investor confirmed to us that the investor was an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to each offering; (c) ~~the~~each investor was provided with certain disclosure materials and all other information requested with respect to our company; (d) ~~the~~each investor acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

In May 2012, (i) in exchange for services, we offered and sold to an entity 175,000 shares of common stock with a fair market value of $3,000 (or $0.017 per share); (ii) in exchange for $2,000 in cash, we offered and sold to an entity 115,000 shares of common stock with a fair market value of $2,000 (or $0.017 per share); and (iii) in exchange for cash, we offered and sold to an individual warrants to purchase 1,000,000 shares of common stock at $0.15 per share, exercisable over three years. The offer and sale of such shares of our common stock and warrants is being effected in reliance upon the exemptions for sales of securities not involving a public offering, as set forth in Section 4(2) of the Securities Act, based upon the following: (a) each investor confirmed to us that the investor was an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to each offering; (c) each investor was were provided with certain disclosure materials and all other information requested with respect to our company; (d) each investor acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

In August 2012, (i) as full conversion of the third note in favor of the Financier described above, we offered and sold to such party 2,977,030 shares of common stock at a conversion ratio based on the average of the lowest three closing prices of our common stock over the prior ten to fifteen days, which amount equaled $0.103, which was then discounted by 45% to arrive at the conversion price, and (ii) in exchange for $5,000 in cash, we offered and sold to an individual 173,350 shares of common stock with a fair market value of $5,000 (or $0.029 per share) and warrants to purchase 150,000 shares of common stock at $0.15 per share, exercisable over three years. The offer and sale of such shares of our common stock and warrants is being effected in reliance upon the exemptions for sales of securities not involving a public offering, as set forth in Section 4(2) of the Securities Act, based upon the following: (a) each investor confirmed to us that the investor was an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to each offering; (c) each investor was provided with certain disclosure materials and all other information requested with respect to our company; (d) each investor acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

In September ~~June~~ 2012, (i) in exchange for ~~$4,500~~professional ~~in cash~~services, we offered and sold to an ~~individual~~entity ~~150,000 shares of common stock with a fair market value of $4,500 (or $0.030 per share) and~~ warrants to purchase ~~150~~37,~~000~~500 shares ~~of common stock at $0.15 per share, exercisable over three years; and (ii) in exchange~~ ~~for $20,000 in cash, we offered and sold to an individual 480,000 shares~~ of common stock ~~with a fair market value of $20,000 (or $0.042 per share) and warrants to purchase 80,000 shares of common stock~~ at $0.15 per share, exercisable over three years.. The ~~offer~~ offer and sale of such ~~shares of our common stock and~~ warrants is being effected in reliance upon the exemptions for sales of securities not involving a public offering, as set forth in Section 4(2) of the Securities Act, based upon the following: (a) ~~each~~the investor confirmed to us that the investor was an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to each offering; (c) ~~each~~ the investor was ~~were~~ provided with certain disclosure materials and all other information requested with respect to our company; (d) ~~each~~ the investor acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

See the Exhibit Index attached hereto following the signature page.

~~SIGNATURES~~16

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

			Smoky Market Foods, Inc.
	August 15, 2012		By: /s/ Edward C. Feintech
	Date		Edward C. Feintech, President & Chief Executive Officer
	August 15, 2012		By: /s/ Shane Campbell
	Date		Shane Campbell Chief Financial Officer

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

		Smoky Market Foods, Inc.

November 14, 2012		By: /s/ Edward C. Feintech
Date		Edward C. Feintech, President & Chief Executive Officer

November 14, 2012		By: /s/ Shane Campbell
Date		Shane Campbell Chief Financial Officer

EXHIBIT INDEX
Exhibit No.	Exhibit	Incorporated by Reference/ Filed Herewith
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	Filed herewith
32.1	Section 1350 Certification of Chief Executive Officer	Filed herewith
32.2	Section 1350 Certification of Chief Financial Officer	Filed herewith

EXHIBIT INDEX

Exhibit No.	Exhibit	Incorporated by Reference/ Filed Herewith
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	Filed herewith
32.1	Section 1350 Certification of Chief Executive Officer	Filed herewith
32.2	Section 1350 Certification of Chief Financial Officer	Filed herewith

Filing Compare · SMOKY MARKET FOODS INC