Greenfield Farms Food, Inc. (Form: 10-Q, Received: 08/14/2013 18:04:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended June 30, 2013

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

For the transition period from _______to_______

Commission File No. 333-157281

GREENFIELD FARMS FOOD, INC.

(Exact Name of Registrant as Specified in its Charter)

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

2840 Highway 95 Alt. S, Suite 7

Silver Springs, NV 89429

(Address of principal executive offices) (Zip code)

(704) 619-3738

(Registrant's telephone number including area code)

__________________________________

(Former name, address and fiscal year)

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

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

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

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

Number of shares of common stock outstanding at August 1, 2013: 949,839,719

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

	June 30, 2013			December 31, 2012
ASSETS

Current Assets
Cash and cash equivalents	$	70		$	97
Prepaid expense		5,750			-
Deferred charges		5,253			1,562
Total Current Assets		11,073			1,659

Property and equipment, net		2,175			15,894

Other Assets
Security deposits		303			303

Total Assets	$	13,551		$	17,856

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
Current Liabilities
Accounts payable	$	73,696		$	91,680
Accrued interest		7,726			5,744
Accrued interest – related parties		8,383			6,007
Accrued interest – convertible notes payable		19,638			18,605
Derivative liability		107,809			214,807
Notes payable		50,000			51,600
Notes payable – related parties		31,100			81,000
Convertible notes payable, net of debt discount		207,532			127,556

Total Liabilities		505,884			596,999

Stockholders’ Deficit

Preferred stock, par value $.001
50,000,000 shares authorized;
96,623 series A convertible
shares issued and outstanding		97			97
Common stock, par value $.001
950,000,000 shares authorized;
867,307,252 and 345,494,891 shares issued and outstanding, respectively		867,307			345,495
Additional paid-in capital		(66,648	)		(30,201	)
Accumulated deficit		(1,293,088	)		(894,534	)

Total Stockholders' Deficit		(492,332	)		(579,143	)

Total Liabilities and Stockholders’ Deficit	$	13,551		$	17,856

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012

Gross Revenues	$	-		$	6,921		$	-		$	6,921
Cost of Goods Sold		-			8,930			-			14,923

Gross (Loss) Profit		-			(2,009	)		-			(8,002	)

Operating Expenses
Professional fees		19,751			13,861			31,950			16,691
Rent		-			2,400			-			8,550
Wages and taxes		-			32,700			-			81,750
Consulting		-			-			-			1,375
Advertising		199			-			597			-
Equipment rental		-			250			-			4,986
Insurance		-			-			-			754
Telephone and utilities		-			1,282			-			3,946
Depreciation		369			1,352			737			3,069
General and administrative		33,636			11,451			57,454			12,497
Loss on sale of equipment		-			-			12,983			10,845
Total Operating Expenses		53,955			63,296			103,721			144,463

Loss From Operations		(53,955	)		(65,305	)		(103,721	)		(152,465	)

Other Expenses
Interest expense		6,137			3,975			12,255			7,465
Derivative expense		-			231,653			-			231,653
Change in Derivative Liability		4,296			279,303			(80,854	)		279,303
Loss on Conversion of Debt		233,839			-			339,066			35,833
Amortization expense on discount of debt		16,800			35,833			24,367			-
Total Other Expenses		261,071			550,764			294,834			554,254

Loss Before Income Taxes		(315,025	)		(616,069	)		(398,554	)		(706,719	)

Provision for Income Taxes		-			-			-			-

Net Loss	$	(315,025	)	$	(616,069	)	$	(398,554	)	$	(706,719	)

Weighted Average Number of Shares Outstanding:
Basic and Diluted		585,560,619			323,048,520			442,972,950			323,048,520
Net Loss per Share:
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

GREENFIELD FARMS FOOD, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

AS OF JUNE 30, 2013 (Unaudited)

	Preferred stock				Common stock				Additional paid-in			Accumulated			Total stockholders'
	Shares		Par value		Shares		Par value		capital			deficit			deficit

Balance at December 31, 2012		96,623	$	97		345,494,891	$	345,495		(30,201	)	$	(894,534	)	$	(579,143	)

January through June 2013, issuance of common
stock to convertible noteholders		-		-		521,812,361		521,812		(36,447	)		-			485,365

Net loss		-		-		-		-		-			(398,554	)		(398,554	)

Balance at June 30, 2013		96,623	$	97		867,307,252	$	867,307	$	(66,648	)	$	(1,293,088	)	$	(492,332	)

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

	Six Months Ended
	June 30,
	2013			2012
Cash Flows from Operating Activities
Net loss for the period	$	(398,554	)	$	(90,650	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		737			1,717
Loss on sale of equipment		12,983			10,845
Amoritization of discount on debt		24,367			-
Change in Derivative Liability		(80,854	)		-
Loss on Conversion of Debt		339,066			-
Changes in Assets and Liabilities
(Increase) decrease in deferred offering costs		(3,691	)		-
(Increase) in prepaid expense		(5,750	)		-
(Decrease) increase in accounts payable		15			100
Increase in accrued wages and taxes		-			34,930
Increase in accrued interest		1,982			998
Increase in accrued interest – related parties		2,376			630
Increase in accrued interest – convertible notes payable		7,833			1,862
Net Cash used in Operating Activities		(99,492	)		(39,568	)

Cash Flows from Investing Activities:
Purchase of property and equipment		-			(535	)
Proceeds from sale of equipment		-			-
Cash received in merger		-			8,500
Net Cash Provided by (Used in) Investing Activities		-			7,965

Cash Flows from Financing Activities:
Proceeds from notes payable		-			-
Proceeds from notes payable - related parties		-			800
Payments on notes payable - related parties		(50,000	)		-
Payments on notes payable		(935	)		-
Proceeds from convertible notes payable		150,400			27,500
Proceeds from the sale of common stock		-			-
Contributed Capital		-			-
Net Cash Provided by Financing Activities		99,465			28,300

Net Increase (Decrease) in Cash and Cash Equivalents		(27	)		(3,303	)
Cash and Cash Equivalents – Beginning		97			4,454
Cash at End of Period	$	70		$	1,151

Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Accrued Interest		(6,800	)		-
Convertible Notes		(139,500	)		-
Common stock		146,300			-
Accounts payable		(18,000	)		-
Convertible Notes		18,000			-
		-			-

GREENFIELD FARMS FOOD, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2013

NOTE 1 – BASIS OF PRESENTATION

The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2012. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three and six month periods ended June 30, 2013. Operating results for the three and six month periods ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. As of June 30, 2013 and December 31, 2012, the Company had a working capital deficit and has incurred significant losses since inception. Further losses are anticipated raising substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company plans to acquire sufficient capital from its investors with which to pursue its business plan. There can be no assurance that the future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. There is no assurance that the Company will be successful in raising additional funds.

NOTE 3 – ORGANIZATION AND NATURE OF BUSINESS

Greenfield Farms Food, Inc. (the "Company") was incorporated under the laws of the State of Nevada on June 2, 2008. The Company is a consumer and wholesale driven producer of grassfed beef. The company has USDA-FSIS approval to market and label its product as “Grassfed Beef”. The company has distributed product on a very limited basis to Lowes Foods Stores with outlets in North and South Carolina. We are a newly created company with very limited resources and as a result, our deliveries of grassfed beef in 2012 were also very limited. We are hopeful that our change in business plan through a new licensing program announced in the first quarter of 2013 will allow us to expand our business and enhance our market and brand presence. With this program, the Company will phase away from our traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding our brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept will allow for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns. In the first quarter of 2013 we signed our first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive. The management of Hill Meadow Foods is headed by former Greenfield Chief Executive Officer, Mr. Larry Moore. We believe this time will allow us to properly develop the parameters of the licensing program as well as explore other business opportunities, including our potential acquisition of Carmelo's Pizzerias announced in the first quarter of 2013.

The Company authorized 100,000 Series A preferred shares and issued 96,623 Series A shares. The Series A shares have immediate voting rights equivalent to 7,000 shares of common stock for each Series A share and may be converted after a minimum one-year hold. This give effective control of the Company to the holders of the Series A preferred shares. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest. As of June 30, 2013 no conversion has taken place.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates and Assumptions

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

Foreign Currency Translation

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

Financial Instruments

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

Accounting Basis

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

Income Taxes

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

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2013.

Dividends

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

Impairment of Long-Lived Assets

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

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $597 during the six month period ended June 30, 2013.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. As of June 30, 2013, the Company has not issued any stock-based payments to its employees.

Accounting Pronouncements

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

NOTE 5 – NOTE PAYABLE

On July 26, 2011, the Company issued a promissory note for $50,000. The note is secured by the Company’s common stock, bears 8% interest, and was due on January 26, 2012. The note is currently in default. Total interest expense on this note was $1,982 for the six months ended June 30, 2013.

NOTE 6 – NOTES PAYABLE – RELATED PARTIES

During the year ended December 31, 2011, several board members and shareholders loaned the company money to help fund operations. The loans outstanding total $31,000 are all secured by the Company’s common stock, bear 8% interest and were due during the year ended December 31, 2011.

In 2012, the Company issued a promissory note for $50,000 to a former officer. The Note is secured by the Company’s stock and bears 8% interest. All other debts have been settled with the former owner. The principal on this note was paid during the quarter ended June 30, 2013.

In September 2012, an officer and shareholder loaned $100 to the Company. The loan is unsecured, bears 8% interest and is due on demand.

Total interest expense on the related party loans was $2,376 for the six months ended June 30, 2013.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

In September and November 2011, the Company borrowed $50,000 and $32,500 respectively, from Asher Enterprises, Inc. The convertible promissory notes accrue interest at the rate of 8% per annum. They were due on September 7, 2012 and November 16, 2012, respectively. These notes were convertible by the holder after 180 days at 45% of the average of the lowest three closing bid prices in the ten trading day period before the conversion.

During the three month period ended March 31, 2013 Asher Enterprises issued notices of conversion to convert the principal balance remaining of $31,200 along with $2,000 in interest payable on the September 2011 note for 47,269,842 shares at a price of $0.0007 per share. The remaining balance of the note after the conversions was $-0-. A $58,354 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

During the six month period ended June 30, 2013 Asher Enterprises issued notices of conversion to convert $32,500 in principal and $2,600 in interest on the November 2011 note for 55,704,075 shares at a price of $0.0006 per share. The remaining balance of the note after the conversions was $-0-. A $58,833 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

On February 13, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $27,500 with an interest rate of 8% per annum due on November 13, 2012. The note was convertible by the holder after 180 days at 45% of the average of the lowest three closing bid prices in the ten trading day period before the conversion. The note is currently in default.

During the six month period ended June 30, 2013 Asher Enterprises issued notices of conversion to convert $27,500 in principal and $2,200 in interest on the February 2012 note for 79,798,040 shares at a price of $0.0003 per share. The remaining balance of the note after the conversions was $-0-. A $46,895 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

On June 15, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $83,500 with an interest rate of 8% per annum that is due on March 9, 2013. The note is convertible by the holder after 180 days at 35% of the lowest trading price in the sixty trading days before the conversion. This note is currently in default.

During the six month period ended June 30, 2013 Asher Enterprises issued notices of conversion to convert $48,300 in on the June 2012 note for 339,040.404 shares at a price of $0.00013 per share. The remaining balance of the note after the conversions was $35,200. A $174,983 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

On August 13, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $20,000 with an interest rate of 8% per annum due on August 3, 2013. The note is convertible by the holder after 180 days at 35% of the lowest trading price in the thirty trading days before the conversion.

On January 28, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $53,000 with an interest rate of 8% per annum due on October 30, 2013. The note is convertible by the holder after 180 days at 40% of the lowest trading price in the thirty trading days before the conversion. This note was not yet convertible as of June 30, 2013.

On February 12, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $15,500 with an interest rate of 8% per annum due on November 15, 2013. The note is convertible by the holder after 180 days at 40% of the lowest trading price in the thirty trading days before the conversion. This note was not yet convertible as of June 30, 2013.

On May 9, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $32,500 with an interest rate of 8% per annum due on February 13, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. This note was not yet convertible as of June 30, 2013.

On June 17, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $7,500 with an interest rate of 8% per annum due on March 19, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. This note was not yet convertible as of June 30, 2013.

On August 21, 2012, the Company issued a convertible promissory note in the amount of $1,500. The note is unsecured, due on demand and bears interest at 8% per annum. The note is convertible into shares of common stock at the market price. During the quarter ended March 31, 2013, $935 was repaid on this note and during the six month period ended June 30, 2013 an additional $20,900 was loaned for a total principal balance due of $21,465 at June 30, 2013.

On April 1, 2013, a total of $18,000 in debt payable to a third party was converted to an unsecured demand promissory note with an interest rate of 8% that is convertible to common stock at market. The entire principal balance of this note was outstanding at June 30, 2013.

On February 19, 2013, the Company issued a convertible promissory note to CareBourn Partners in the principal amount of $6,000 with an interest rate of 8% per annum due on December 19, 2013. The note is convertible by the holder at any time at 35% of the average of the three lowest trading prices in the ten trading days before the conversion. On May 3, 2013, the Company issued another convertible promissory note in the principal amount of $15,000 with an interest rate of 8% per annum due on November 3, 2013. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. Both of these notes totaling $21,000 was outstanding at June 30, 2013.

Total interest expense on these notes was $7,833 for the six months ended June 30, 2013.

NOTE 8 – DERIVATIVE LIABILITY

The Company has determined that the conversion features of the Asher and CareBourn Notes represent an embedded derivative since the notes are convertible into a variable number of shares upon conversion. Accordingly, they are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the notes. Such discount will be accreted from the commencing date of conversion period to the maturity date of the notes. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet.

The beneficial conversion feature included in notes currently convertible and not in default resulted in initial debt discounts of $41,000 and an initial loss on the valuation of the derivative liabilities of $84,438 based on the initial fair value of the derivative liabilities of $125,438. The fair value of the embedded derivative liabilities were calculated at the conversion commencing dates utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013			May 3, 2013
Note amount	$	20,000		$	6,000		$	21,000
Stock price at convertible date	$	0.002		$	0.0025		$	0.0007
Expected life (years)		.48			.83			.5
Risk free interest rate		.12	%		.15	%		.08	%
Volatility		342.62	%		312.35	%		272.39	%
Initial derivative value	$	73,036		$	18,188		$	34,214

At June 30, 2013, only one Asher note and the CareBourn notes remained convertible and not in default. All convertible notes in default were no longer valued for the derivative liability and a loss on the conversion of stock will be recorded at the time of any future conversions. The fair value of the embedded derivative liability was calculated at June 30, 2013 utilizing the following assumptions:

Note date	August 13, 2012			February 19, 2013			May 3, 2013
Note amount	$	20,000		$	6,000		$	21,000
Stock price at convertible date	$	0.0003		$	0.0003		$	0.0003
Expected life (years)		.09			.47			.35
Risk free interest rate		.06	%		.16	%		.08	%
Volatility		521.66	%		255.13	%		168.91	%
Derivative value	$	71,037		$	15,598		$	21,174

NOTE 9 – COMMON STOCK

The authorized capital of the Company is 950,000,000 common shares with a par value of $0.001 per share of which the Company has issued 521,812,361 shares as of June 30, 2013. The Company has also authorized 50,000,000 shares of preferred stock par value $0.001 and authorized up to 100,000 shares of a Series A Convertible Preferred Stock of which 96,623 were issued and outstanding at June 30, 2013.

NOTE 10 – SUBSEQUENT EVENTS

During the period from July 1, 2013 to August 1, 2013, an additional $8,250 in principal and interest on the Asher notes has been converted into 82,532,467 shares of our common stock at $0.0001 per share.

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

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2013 to the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Forward Looking Statements

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

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

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

·	legislative and regulatory changes that affect our business;

·	the availability of funds and working capital;

·	the actions and initiatives of current and potential competitors;

·	investor sentiment; and

·	our reputation.

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

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

Overview

Greenfield is a consumer and wholesale driven producer of grassfed beef. The company has USDA-FSIS approval to market and label its product as “Grassfed Beef”. The company has distributed product on a very limited basis to Lowes Foods Stores with locations throughout North and South Carolina. We are a newly created company with very limited resources and as a result, our deliveries of grassfed beef in 2012 were also very limited. We are hopeful that our change in business plan through a new licensing program announced in the first quarter of 2013 will allow us to expand our business and enhance our market and brand presence. With this program, the Company will phase away from our traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding our brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept will allow for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns. In the first quarter of 2013 we signed our first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive. We believe this time will allow us to properly develop the parameters of the licensing program as well as explore other business opportunities, including our potential acquisition of Carmela's Pizzerias announced in the first quarter of 2013, which has not yet been consummated.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Overall, we had a net loss of $398,554 for the six months ended June 30, 2013. During the six months ended June 30, 2013, we had cash flow used by operations of $99,492, net cash provided by investing activities of $0, and cash flows provided by financing activities of $99,465. At the end of the six month period ended June 30, 2013, our cash balance was $70.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash flow used in operating activities was $99,492 which included non-cash adjustments to derivative liabilities from convertible notes payable totaling $(80,854), amortization of discount on debt of $24,367 and loss on conversion of debt of $339,066, all related to our convertible notes outstanding. Other non-cash adjustments included loss on sale of equipment of $12,983 from the transfer of a GMC truck to our former president for services and depreciation expense of $368. The adjustments to reconcile the net loss to net cash for changes in assets and liabilities for the period ended June 30, 2013 included an increase in deferred offering costs related to issued convertible notes of $3,691, an increase in prepaid expense of $5,750 and an overall increase of $12,190 in accrued interest on our outstanding promissory notes. Accounts payable increased by $15.

CASH FLOWS FROM FINANCING ACTIVITIES. For the six months ended June 30, 2013, cash flows from financing activities was $99,465, which consisted of proceeds from issuance of convertible notes payable of $150,400 that was offset by $935 for payments made on convertible notes and a payment of $50,000 on notes payable to our former president.

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

EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing options in 2013 as we look to secure additional funds to both stabilize and grow our business operations. Our management will review any financing options at their disposal and will judge each potential source of funds on its individual merits. We cannot assure you that we will be able to secure additional funds from debt or equity financing, as and when we need to or if we can, that the terms of such financing will be favorable or non-dilutive to us or our existing shareholders. We anticipate we will be required to issue additional promissory notes convertible into shares of our common stock at significant discounts to market prices that would result in significant dilution to our current stockholders.

INFLATION. Our management believes that inflation has not had a material effect on our results of operations, and does not expect that it will in fiscal year 2013.

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

RESULTS OF OPERATIONS.

Six month period ended June 30, 2013 versus June 30, 2012

Operating Expenses

The Company recorded losses before income taxes of $398,554 for the six months ended June 30, 2013. We had no revenue or cost of goods sold for the six months ended June 30, 2013. For the six months ended June 30, 2013 total operating expenses were $103,721 including general and administrative expenses of $57,454, professional fees of $31,950 and loss on sale of equipment of $12,983.

For the six month period ended June 30, 2012, the Company recorded losses before income taxes of $706,719 with revenue of $6,921 and cost of goods sold of $14,923 for a loss before operating expenses of $8,002. Total operating expenses were $144,463 for the six month period ended June 30, 2012 including general and administrative expenses of $12,497, professional fees of $16,691, and wages and taxes of $81,750 while the Company was in full production mode. The Company experienced significant decreases in wages and taxes in the 2013 period versus the 2012 period as the Company's operations were limited and we no longer had employees. We did accrue $45,000 in management fees payable to our president, Henry Fong in the 2013 period that is included in general and administrative expense.

Other Expenses

The company incurred other expenses of $294,834 for the six months ended June 30, 2013 that was derived primarily from loss on conversion of debt of $339,066 and amortization expense on discount of debt of $24,367 that was partially offset by changes in derivative liability of $(80,854); all related to the Company's outstanding convertible notes. The Company recorded derivative expense of $231,653 and change in derivative liability of $279,303 in the six month period ended June 30, 2012 as the Company added several convertible note derivative liabilities during that period. Interest expense was $12,255 for the six months ended June 30, 2013 versus $7,465 for the six months ended June 30, 2012 and increased due to higher loan balances.

Net Loss

The net loss for the six months ended June 30, 2013 was $398,554 as compared to net loss of $706,719 for the six months ended June 30, 2012. The net loss decreased in the 2013 period primarily from a decrease in derivative liability costs due to fewer notes becoming convertible during the 2013 period. It is anticipated the Company will incur increased derivative liability costs in the second half of 2013 as more of its issued convertible notes enter their eligible conversion period.

Three month period ended June 30, 2013 versus June 30, 2012

Operating Expenses

The Company recorded losses before income taxes of $315,025 for the three months ended June 30, 2013. We had no revenue or cost of goods sold for the period. For the three months ended June 30, 2013 total operating expenses were $53,955 including general and administrative expenses of $33,636 and professional fees of $19,751.

For the three month period ended June 30, 2012, the Company recorded losses before income taxes of $616,069 with revenue of $6,921 and cost of goods sold of $8,930 for a loss before operating expenses of $2,009. Total operating expenses were $63,296 for the three month period ended June 30, 2012 including general and administrative expenses of $11,451, professional fees of $13,861 and wages and taxes of $32,700. The Company experienced significant decreases in wages and taxes in the 2013 period versus the 2012 period as the Company's operations were limited and we no longer had employees. We did accrue $22,500 in management fees payable to our president, Henry Fong that is included in general and administrative expense in the 2013 period.

Other Expenses

The company incurred other expenses of $261,071 for the three months ended June 30, 2013 that was derived primarily from changes in derivative liability of $4,296, loss on conversion of debt of $233,839 and amortization expense on discount of debt of $16,800 all related to the Company's outstanding convertible notes. The expense in the three month period ended June 30, 2012 was $231,653 for derivative expense and $379,303 for change in derivative liability with $35,833 in amortization of expense on discount of debt from derivative liabilities that became convertible during that period. Interest expense was $6,137 for the three months ended June 30, 2013 versus $3,975 for the three months ended June 30, 2012 due to higher outstanding notes in 2013.

Net Loss

The net loss for the three months ended June 30, 2013 was $315,025 as compared to net loss of $616,069 for the three months ended June 30, 2012. As for the six month period, the net loss decreased in the 2013 period primarily from a decrease in derivative liability costs due to fewer notes becoming convertible during the 2013 period. It is anticipated the Company will incur increased derivative liability costs in the second half of 2013 as more of its issued convertible notes enter their eligible conversion period.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

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

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

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

The Certifying Officers have also concluded, based on our evaluation of our controls and procedures that as of June 30, 2013, our internal controls over financial reporting are not effective and provide a reasonable assurance of achieving their objective.

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

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

Changes in Internal Control over Financial Reporting

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

Conclusions regarding disclosure controls and procedures .

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Exchange Act as of June 30, 2013, and, based on their evaluation, as of the end of such period, the our disclosure controls and procedures were effective as of the end of the period covered by the Annual Report.

Management’s Report On Internal Control Over Financial Reporting .

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

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

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

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

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

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

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

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

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

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

Changes in internal control over financial reporting .

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

PART II

ITEM 1. LEGAL PROCEEDINGS.

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

·	in any bankruptcy petition

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

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

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

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

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

During the three month period ended June 30, 2013, we issued 429,238,444 shares of our common stock upon the conversion of convertible notes payable totaling $83,200 in principal and interest. In addition, we incurred $233,839 in losses on these conversions due to the difference in market and exercise prices on the dates of conversion for a total cost to the Company of $317,039 or $0.0007 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

Exhibits:

3.1		Certificate of Designation of Series B Convertible Preferred Stock. Filed herewith.

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

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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

Exhibits required to be filed by Item 601.:

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

SIGNATURES

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

	Greenfield Farms Food, Inc.

Date: August 14, 2013	By:	/s/ Henry Fong
		Henry Fong Principal Executive Officer and Principal Financial Officer

EXHIBIT 3.1

GREENFIELD FARMS FOOD, INC.

CERTIFICATE OF DESIGNATION OF

SERIES B CONVERTIBLE PREFERRED STOCK

The Undersigned, on behalf of Greenfield Farms Food, Inc., a Nevada corporation (the “Corporation”), hereby certifies that the following resolutions were adopted by the Corporation’s board of directors (the “Board”), effective as of July 15, 2013, pursuant to the authority conferred upon the Board by the Corporation’s certificate of incorporation, as amended, and in accordance with the Nevada Revised Statutes:

RESOLVED : that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Corporation’s certificate of incorporation, as amended, a series of preferred stock of the Corporation is hereby created and designated with the following relative rights, preferences, privileges, qualifications, limitations and restrictions:

1. Amount; Designation; Sub-Series . The designation of this series, the authorized amount of which consists of 100,000 shares of preferred stock, is Series B Convertible Preferred Stock with a par value of $0.001 per share and the stated value shall be $1.00 per share (the “Stated Value”) (the “Series B Preferred Stock”).

2. Rank . In the event of the Corporation’s liquidation, the Series B Preferred Stock shall rank senior to any class or series of the Corporation’s capital stock hereafter created that ranks junior to the Series B Preferred Stock; pari passu with any class or series of the Corporation’s capital stock hereafter created that ranks on parity with the Series B Preferred Stock; and junior to any class or series of the Corporation’s capital stock hereafter created that ranks senior to the Series B Preferred Stock. The Series B Preferred Stock shall be senior to the Corporation’s common stock and on parity with the Corporation's Series A Preferred Stock.

3. Voting Rights . The holders of Series B Preferred Stock shall have voting rights on any matters respecting the affairs of the Corporation submitted to the holders of the Corporation’s voting capital stock, on as if converted basis on the date of any vote.

4. Dividends . Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series B Preferred Stock shall not be entitled to receive dividends.

5. No Preemptive Rights . Holders of Series B Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series B Preferred Stock.

6. Liquidation Rights .

(a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock . shall have received per share, an amount equal to the greater of (i) the Purchase Price, plus the amount of all declared but unpaid dividends and distributions thereon, if any (the "Series B Liquidation Preference") and (ii) the per share consideration then payable to holders of the Common Stock upon such liquidation, whether or not the holders of the Series B Preferred Stock shall have converted their shares.

(b) In the event there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference plus accrued but unpaid dividends, then all of the assets available for distribution shall be distributed ratably to the holders of Series B Preferred Stock in proportion to the amount that would be paid to such holders if such assets were sufficient to permit payment in full.

(c) For purposes of this Section 6, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, or to include (a) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, issuance of new securities or transfer of issued and outstanding securities) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation or (b) a sale or other disposition of all or substantially all of the assets of the Corporation, unless, in any event, within 30 days after delivery of written notice of any such transaction by the Corporation to the holders of the Series B Preferred Stock, the holders of at least a majority of the shares of the Series B Preferred Stock then outstanding provide the Corporation with written notice that such transaction shall not be deemed a liquidation, dissolution or winding up of the Corporation for purposes of this Section 6. The Corporation shall give each holder of the Series B Preferred Stock written notice of any transaction referenced in sub-clauses (a) and (b) of this Section 6( c) no less than 30 days prior to the occurrence thereof.

7. Conversion Rights . Each share of Series B Preferred Stock shall convert, if not redeemed pursuant to Section 8, into that number of fully paid and non-assessable shares of Corporation’s common stock on terms that are equal to (i) 100% of the Stated Value divided by (ii) 45% of the lowest trading price of the Company’s common stock for the 90 trading days immediately preceding the Conversion Date (the “Conversion Shares”).

(a) The Shares of common stock to be issued upon any conversion of Series B Preferred Stock shall be rounded to the nearest full share; no fractional shares of common stock shall be issued upon any such conversion.

(b) The Corporation shall reserve and keep available out of its authorized but unissued common stock such number of shares of common stock as shall from time to time be sufficient to effect the conversion of the Series B Preferred Stock then outstanding pursuant to the terms of this Certificate of Designation.

(c) As a condition to the Corporation’s obligation to issue and deliver certificates representing the shares of common stock into which the Series B Preferred Stock is convertible under this Section 7, holders of converted shares of Series B Preferred Stock shall return their certificates representing such preferred stock for cancellation on the Corporation’s books.

8. Redemption Rights . At any time after the date of issuance of the Series B Preferred Stock, the Corporation, upon notice delivered to each holder as provided for in this Section 8, may redeem, in cash, the Series B Preferred Stock at 108% of the Stated Value thereof (the “Redemption Price”).

Notice of redemption pursuant to Section 8 shall be provided by the Corporation to the Holder in writing (by registered mail or overnight courier at the Holders last address appearing in the Corporation's security registry) not less than 10 nor more than 15 days prior to the redemption date, which notice shall specify the redemption date and refer to Section 8. Upon any redemption of the Series B Preferred Stock pursuant to Section 8, each holder shall either deliver the Series B Preferred Stock by hand to the Corporation at its principal executive offices or surrender the same to the Corporation at such address by express courier. Payment of the Redemption Price specified in Section 8 shall be made by the Corporation to each holder against receipt of the Series B Preferred Stock certificate by wire transfer of immediately available funds to such account(s) as the Holder shall specify to the Corporation.

9. No Reissuance of Series B Preferred Stock . Any share or shares of Series B Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be cancelled, shall return to the status of authorized but unissued preferred stock of not designated series, and shall not be reissuable by the Corporation as a Series B Preferred Stock.

10. Loss, Theft, Destruction of Certificates . Upon the Corporation’s receipt of evidence of the loss, theft, destruction or mutilation of a certificate representing shares of Series B Preferred Stock (in form reasonable satisfactory to the Corporation) and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Corporation, or, in the case of mutilation, upon surrender and cancellation of the mutilated certificate, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated certificate representing shares of Series B Preferred Stock, a new certificate representing shares of Series B Preferred Stock of like tenor.

11. Who Deemed Absolute Owner . The Corporation may deem the holder, whether an individual or an entity, in whose name shares of Series B Preferred Stock is registered upon the Corporation’s books to be, and may treat it as, the absolute owner of such shares of Series B Preferred Stock for all purposes, and the Corporation shall not be affected or bound by any notice to the contrary.

12. Transfer Restrictions; Legend . Certificates representing all shares of Series B Preferred Stock, and all shares of the Corporation’s common stock issued upon conversion thereof have not been registered under the Securities Act or any state or foreign securities laws, and are and will continue to be restricted securities within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act and applicable state statutes, and consents to the placement of an appropriate restrictive legend or legends on any certificates evidencing the securities and any certificates issued in replacement or exchange therefor and acknowledges that the Corporation will cause its stock transfer records to note such restrictions.

13. Stock-Transfer Register . The Corporation shall keep at its principal office an original or copy of a register in which it shall provide for the registration of the Series B Preferred Stock. Upon any transfer of Series B Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on its stock-transfer register.

14. Amendments . The Corporation may amend this Certificate of Designation only with the approving vote of holders of a majority of the then-outstanding shares of Series B Preferred Stock.

15. Headings . The headings of the sections, subsections and paragraphs of this Certificate of Designation are inserted for the convenience of the reader only and shall not affect the interpretation of the terms and provisions of this Certificate of Designation.

16. Severability . If any provision of this Certificate of Designation, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (ii) the remainder of this Certificate of Designation and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

17. Governing Law . The terms of this Certificate of Designation shall be governed by the laws of the State of Nevada, without regard to its conflicts-of-law principles.

In Witness Whereof, Greenfield Farms Food, Inc. has caused this Certificate of Designation to be duly executed in its corporate name on this 15th day of July 2013.

	GREENFIELD FARMS FOOD, INC.:

	By:	/s/ Henry Fong
		Henry Fong
		Chief Executive Officer & Sole Director

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Henry Fong, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Greenfield Farms Food, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining internal disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2013	By:	/s/ Henry Fong
		Henry Fong
		Principal Executive Officer and Principal Accounting Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Greenfield Farms Food, Inc. (the "Company") on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Henry Fong, President, Chief Executive Officer and Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

Date: August 14, 2013	By:	/s/ Henry Fong
		Henry Fong
		Principal Executive Officer and Principal Accounting Officer

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO GREENFIELD FARMS FOOD, INC. AND WILL BE RETAINED BY GREENFIELD FARMS FOOD, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.