Greenfield Farms Food, Inc. (Form: 8-K, Received: 11/04/2013 16:50:43)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Current Report Pursuant to Section 13 or

15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported):

GREENFIELD FARMS FOOD, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-157281		26-2909561
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

319 Clematis Street, Suite 400

West Palm Beach, Florida 33401

(Address of principal executive offices) (Zip Code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement .

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective October 29, 2013, Greenfield Farms Food, Inc., (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) by and among COHP, LLC, an Ohio limited liability corporation (“COHP”); and Carmela’s Pizzeria CO, Inc., a Colorado corporation (“Carmela’s CO”), and its parent Greenfield Farms Food, Inc., a Nevada corporation (“Greenfield”) pursuant to which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela’s Pizzeria in exchange for 1,000 shares of the Company’s Series C Convertible Preferred Stock (“Series C”) and warrants. Carmela's Pizzeria presently has three Dayton, Ohio area locations offering authentic New York style pizza with a fourth slated to open in November. Carmela's offers a full service menu for Dine In, Carry out and Delivery as well as pizza buffets in select stores. Carmela’s has been noted in Dayton Daily News as one of “The Best Pizzerias” in Dayton.

The Series C shares are convertible, on a pro-rata basis, into that number of fully paid and non-assessable shares of Corporation’s common stock on terms that would equal 67% of the total issued and outstanding shares of the Corporation's common stock on a fully-diluted basis (the “Conversion Shares”) immediately upon approval by the Corporation’s stockholders and effectiveness of an increase in the number of authorized shares of Common Stock sufficient to issue the Conversion Shares. The Series C Preferred Stock may be converted by the holders at any time following the approval by the Corporation’s stockholders and effectiveness of an increase in the number of authorized shares of Common Stock sufficient to issue the Conversion Shares.

On October 31, 2013, upon approval from FINRA, the Company effected a 1 for 100 reverse split of its common stock whereby the 949,839,719 pre-split shares of common stock outstanding became 9,498,402 shares post-split. There was no change in authorized shares of the Company, which equal 950,000,000 shares of authorized common stock and 50,000,000 shares of authorized preferred stock. The reverse split triggered the effectiveness of an increase in authorized shares necessary for the 1,000 shares of Series C issued in the transaction to become convertible into the Conversion Shares. Accordingly, the Series C shares are now convertible into 53,965,942 shares of the Company’s common stock at any time at the option of the holder.

In addition, COHP and its assigns received warrants to purchase a total of 53,965,942 shares of the Company’s common stock for a period of five years in the amounts and exercise prices as follows: 17,988,648 at $0.015; 17,988,647 at $0.02; and 17,988,647 at $0.025.

Item 3.02 Unregistered Sales of Equity Securities.

Disclosure regarding an Asset Purchase Agreement through which the Company issued equity securities, is hereby incorporated by reference into this Item 3.02 from disclosure presented in Items1.01 Entry into a Material Definitive Agreement and Item 2.01 Completion of Acquisition or Disposition of Assets above.

Pursuant to the Agreement, the Company issued 1,000 shares of Series C stock that is convertible into 53,965,942 shares of common stock valued at $539,569 on October 31, 2013, or $0.01 per share based on the closing price of the Company’s common stock on that date.

Item 5.01 Changes in Control of Registrant.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Disclosure regarding an Asset Purchase Agreement resulting from which there was a change in control of the Company, is hereby incorporated by reference into this Item 5.01 from disclosure presented in Items 1.01 Entry into a Material Definitive Agreement and Item 2.01 Completion of Acquisition or Disposition of Assets above.

Concurrent with closing of the Agreement and effective on October 29, 2013, Mr. Henry Fong resigned as Chief Executive Officer of the Company and Mr. Ronald Heineman was appointed to serve as a Director and Chief Executive Officer of the Corporation. Mr. Fong was then appointed to serve as Chief Financial Officer and Secretary of the Corporation. Mr. Heineman was also appointed sole Director and Chief Executive Officer of Carmela’s CO concurrent with the resignation of Mr. Fong from those positions.

Mr. Heineman received 388 Series C shares that are convertible into 24,883,823 shares of common stock along with warrants to purchase 25,633,821 shares of common stock.In addition, Mr. Darren Dulsky, a member of COHP, also received 388 Series C shares that are convertible into 24,883,823 shares of common stock along with warrants to purchase 25,633,821shares of common stock. The shares of common stock issuable to Messrs. Heineman and Dulsky upon the full conversion of the Series C stock and warrants would represent 91% of the outstanding common stock of the Company in the event all shares of common stock underlying the Series C and warrants are issued. The ownership of these securities along with the appointment of Mr. Heineman to the board and as Chief Executive Officer of the Company represents a change in control.

Ronald Heineman, Chairman and CEO of Carmela's is also Managing Director of Diversified Capital, a Venture Capital fund. He has investments in several Service sector companies including Restaurants concepts Wendy's Restaurants, Frisch's Big Boy restaurants and Carmela's Pizzeria's Restaurants. Mr. Heineman is experienced as a CEO, CRO and board member of public companies. In addition he is experienced in M&A and capital markets. Prior to his current Venture initiatives, Mr. Heineman, was employed for 23 years as Vice President of HR & Training with Frisch's Restaurants Inc, a public AMEX company operating Big Boy, Golden Coral, hotels and specialty restaurants including company owned and franchise restaurants in the Midwest. Mr. Heineman has earned bachelors and masters degrees and is an adjunct professor teaching Entrepreneurship and Entrepreneurial Finance at Cedarville University.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Disclosure regarding a reverse split of the Company’s common stock, is hereby incorporated by reference into this Item 5.03 from disclosure presented in Items 1.01 Entry into a Material Definitive Agreement and Item 2.01 Completion of Acquisition or Disposition of Assets above.

Item 9.0

Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits

Exhibit		Description
4.1		Certificate of Designation of Series C Convertible Preferred Stock. Filed herewith.
10.1		Asset Purchase Agreement (the “Agreement”) by and among COHP, LLC, an Ohio limited liability corporation (“COHP”); and Carmela’s Pizzeria CO, Inc., a Colorado corporation (“Carmela’s CO”), and its parent Greenfield Farms Food, Inc., a Nevada corporation (“Greenfield”) dated October 29, 2013 ( filed herewith )

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 hereunto duly authorized.

	GREENFIELD FARMS FOOD, INC.

Date: November 4, 2013	By:	/s/ Henry Fong
		Henry Fong, Chief Financial Officer & Secretary

GREENFIELD FARMS FOOD, INC.

CERTIFICATE OF DESIGNATION OF

SERIES C 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 October 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 1,000 shares of preferred stock, is Series C Preferred Voting Stock with a par value of $0.001 per share (the “Series C Preferred Stock”).

2. Rank . In the event of the Corporation’s liquidation, the Series C Preferred Stock shall rank senior to any class or series of the Corporation’s capital stock hereafter created that ranks junior to the Series C Preferred Stock; paripassu with any class or series of the Corporation’s capital stock hereafter created that ranks on parity with the Series C Preferred Stock; and junior to any class or series of the Corporation’s capital stock here after created that ranks senior to the Series C Preferred Stock. The Series C 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 C 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 C Preferred Stock shall not be entitled to receive dividends.

5. No Preemptive Rights . Holders of Series C 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 C 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 C Preferred Stock unless, prior thereto, the holders of shares of Series C 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 C 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 C 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 C Liquidation Preference plus accrued but unpaid dividends, then all of the assets available for distribution shall be distributed ratably to the holders of Series C 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 C Preferred Stock, the holders of at least a majority of the shares of the Series C 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 C 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 . The total shares of Series C Preferred Stock outstanding are convertible, on a pro-rata basis, into that number of fully paid and non-assessable shares of Corporation’s common stock on terms that would equal 67% of the total issued and outstanding shares of the Corporation's common stock on a fully-diluted basis (the “Conversion Shares”) immediately upon approval by the Corporation’s stockholders and effectiveness of an increase in the number of authorized shares of Common Stock sufficient to issue the Conversion Shares. The Series C Preferred Stock may be converted by the holders at any time following the approval by the Corporation’s stockholders and effectiveness of an increase in the number of authorized shares of Common Stock sufficient to issue the Conversion Shares.

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

(b) As a condition to the Corporation’s obligation to issue and deliver certificates representing the Conversion Shares under this Section 7, holders of converted shares of Series C Preferred Stock shall return their certificates representing such preferred stock for cancellation on the Corporation’s books.

8. No Reissuance of Series C Preferred Stock . Any share or shares of Series C 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 C Preferred Stock.

9. 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 C 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 C Preferred Stock, a new certificate representing shares of Series C Preferred Stock of like tenor.

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

11. Transfer Restrictions; Legend . Certificates representing all shares of Series C 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.

12. 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 C Preferred Stock. Upon any transfer of Series C Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on its stock-transfer register.

13. 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 C Preferred Stock.

14. 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.

15. 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.

16. 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 24th day of October 2013.

	GREENFIELD FARMS FOOD, INC.:

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

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made and entered into this 29th day of October, 2013, by and among COHP, LLC, an Ohio limited liability corporation (“Seller”); and Carmela’s Pizzeria CO, Inc., a Colorado corporation (“Carmela’s CO”), and its parent Greenfield Farms Food, Inc., a Nevada corporation (“Greenfield”) (together the “Purchaser”). Seller and Purchaser are hereinafter sometimes referred to together as the “Parties.”

WITNESSETH

WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell, transfer and assign to Purchaser, certain assets of Seller, all on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound, the Parties covenant and agree as follows:

Section 1.

Purchase and Sale .

(a)

Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties contained herein, except as otherwise set forth herein, Seller shall sell, convey, transfer and assign to Purchaser and Purchaser shall purchase from Seller all assets of Seller identified in Schedule 1 (collectively, the “Assets”). Seller shall sell, convey, transfer and assign the Assets to Purchaser free and clear of any and all liens, claims, charges, security interests, mortgages, pledges, restrictions and other encumbrances of any kind whatsoever, except as set forth in Schedule 1. The Assets shall be sold, conveyed, transferred, assigned and delivered by Seller to Purchaser on the Closing Date (hereinafter defined) by a bill of sale in the form attached hereto and made a part hereof as Exhibit B and any other appropriate instruments of title.

Section 2. Purchase Price .

(a)

The Purchase Price for the Assets shall be that number of shares of Greenfield Series C Preferred Stock equaling two times (2x) the total number of fully diluted shares of Greenfield outstanding on the Closing Date. Accordingly, upon issuance of the Greenfield Series C Preferred Stock, the COHP Security Holders as set forth in Schedule 2 shall hold a controlling interest in Greenfield by virtue of their ownership of the Series C Preferred Stock and its concomitant voting rights.

(b)

Greenfield agrees to issue that number of warrants equal to the exact number of shares of common stock issued to the COHP Security Holders as set forth in Article 2(a) above. Such warrants shall be exercisable for a period of five years from their issuance date with exercise prices as follows: (i) 1/3 shall be exercisable at 150% of the closing stock price for the Greenfield common stock on the Closing date; and (ii) 1/3 shall be exercisable at 200% of the closing stock price for the Greenfield common stock on the Closing date; and (iii) 1/3 shall be exercisable at 250% of the closing stock price for the Greenfield common stock on the Closing date.

As an example for (a) and (b) above, at Closing, assuming 20,000,000 shares of fully-diluted common stock are outstanding, the ownership post-Closing in Greenfield Securities would be as follows:

	SHARES
Carmela's Shareholders - Common Stock		40,000,000
Carmela's Shareholders – Warrants		40,000,000
Existing GRAS Shareholders		20,000,000
Total		100,000,000

Assuming 20,000,000 shares of fully-diluted common stock of Greenfield are outstanding at Closing, the warrants to be issued shall be exercisable for a period of five years in amounts and prices to be determined at Closing as follows:

	WARRANTS
150% of closing stock price on the Closing Date		13,333,334
200% of closing stock price on the Closing Date		13,333,333
250% of closing stock price on the Closing Date		13,333,333
Total		40,000,000

Accordingly, if the closing stock price of Greenfield common stock is $0.20 on the Closing Date, then: 1/3 of warrants shall be exercisable at $0.30; 1/3 of warrants shall be exercisable at $0.40; and 1/3 of warrants shall be exercisable at $0.50.

Section 3. Closing . Subject to the conditions precedent set forth hereinafter, the closing of the transaction contemplated by this Agreement shall take on October 1, 2013 at a place and time as may be otherwise agreed to by the Parties (the “Closing Date”). The Parties acknowledge that time is of the essence in this transaction, and each shall therefore use good faith and its commercially reasonable efforts to close this transaction on the Closing Date.

Section 4. Review by Purchaser. Purchaser and its representatives shall have access to all books and records of Seller as it deems necessary or advisable to become familiar with Seller’s business prior to the Closing Date, and in the event of a termination of this Agreement, Purchaser shall keep confidential all such information in accordance with Section 24.

Section 5. Obligations Assigned and Assumed . Seller shall assign to Purchaser, and Purchaser shall assume from and after the Closing Date all rights and obligations to the assets and liabilities listed in Schedule 1. Purchaser shall not assume or be deemed to have assumed any other obligations, liabilities, costs or commitments of Seller.

Section 6. Cash/Accounts. Seller shall retain all rights, title and interest in all bank accounts and accounts receivable note listed in Schedule 1. Purchaser grants to Seller the right to inspect Purchaser’s business records to verify the amount of payments received stemming from services rendered by Seller prior to the Closing Date.

Section 7. Conditions Precedent to Obligations of Seller to Perform . Each and every obligation of Seller under this Agreement to be performed on or before the Closing Date shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, unless waived in writing by Seller:

(a)

The representations and warranties of Purchaser contained in this Agreement shall be in all respects true, complete and accurate as of the date when made at and as of the Closing Date as though such representations and warranties were made at and as of such date, except for changes expressly permitted or contemplated by the terms of this Agreement;

(b)

Purchaser shall have performed and complied with all agreements, obligations, covenants, and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing;

(c)

Purchaser shall have obtained all consents required by Purchaser to consummate the transactions contemplated hereby;

(d)

No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby;

(e)

On the Closing Date there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as provided or imposing any conditions on the consummation of the transactions contemplated hereby which Seller deems unacceptable in its sole discretion; and

(f)

Purchaser shall deliver to Seller a subscription agreement for Seller’s review and signature to enable Seller to obtain the common shares and warrants of Greenfieldasoutlined in Section 1 above.

(g)

Seller shall have had reasonable time to review, and negotiate any changes to the same, any membership agreement, operating agreement or other governing document of Purchaser.

Section 8. Conditions Precedent to Obligations of Purchaser to Perform . Except as otherwise provided in this Agreement, the obligations of Purchaser hereunder are specifically contingent upon and subject to satisfaction of each of the following conditions at or prior to the Closing Date:

(a)

The transfer of the Assets to Purchaser from Seller on the Closing Date, free and clear of all liens, claims, charges, security interests, mortgages, pledges, restrictions and other encumbrances of any kind whatsoever, except as disclosed in Schedule 1;

(b)

The representations and warranties of Seller provided herein being true and correct as of the date of this Agreement and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date;

(c)

Seller shall have performed all obligations and complied with all other covenants and provisions required to be performed or to be complied with under this Agreement;

(d)	No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby; and

(e)

On the Closing Date there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as provided or imposing any conditions on the consummation of the transactions contemplated hereby which Purchaser deems unacceptable in its sole discretion.

Section 9. Representations and Warranties of Seller . As an inducement to Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser as follows:

(a)

Seller has all right, power and authority to enter into this Agreement and to consummate the transaction contemplated hereby. Seller has taken all actions and obtained all authorizations and approvals, if any, necessary for (i) the execution, delivery and performance of this Agreement, (ii) the sale, assignment, transfer and conveyance of the Assets to Purchaser, and (iii) the consummation of the transaction contemplated by this Agreement. This Agreement and the other documents executed or to be executed by Seller in connection herewith constitute valid and binding obligations of Seller enforceable in accordance with their respective terms;

(b)

Seller warrants to Purchaser that it has good and marketable title to the Assets, free and clear of any and all liens, claims, charges, security interests, mortgages, pledges, restrictions and encumbrances of any kind whatsoever, except as noted in Schedule 1, and further warrants that it has full right and authority to sell, transfer, assign, and deliver the Assets as specified in this instrument.

(c)

To the best of Seller’s knowledge, no consent, approval, permit, license or authorization of or declaration, filing or registration with any federal, state, local or foreign governmental or regulatory authority, court or arbitrator, or any subdivision, bureau, commission or department thereof, or any person or other entity is or will be required in connection with the execution, delivery or performance by Seller of this Agreement and the consummation of the transaction contemplated hereby;

(d)

To the best of Seller’s knowledge, neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will result in a breach of, or constitute a default under, or give rise to any right of termination, cancellation, or acceleration under, or result in the imposition of any lien or encumbrance upon any of the Assets pursuant to any agreement or other instrument to which Seller is a party or by which Seller or any of the Assets may be bound or subject, and will not violate or conflict with or result in a breach of, or default under, the terms of any law or governmental regulation or any agreement or instrument to which Seller is bound;

(e)	To the best of Seller’s knowledge, there are no actions, suits, arbitrations, proceedings at law or in equity or other legal, administrative or governmental proceedings pending or, to Seller’s best knowledge, threatened against or relating to Seller or the Assets;

(f)	Seller has or will have at the Closing Date good and marketable title to all of the Assets, free and clear of all liens, charges, encumbrances, security interests, restrictions, mortgages, pledges or claims of any nature whatsoever of any third parties, except as notes in Schedule 1;

(g)

To the best of Seller’s knowledge, the financial statements and tax returns provided to Purchaser in connection with this asset purchase are true and correct and fairly present the financial condition and results of operation of Seller as of the times and for the periods referred to therein and Seller knows of no facts which would negatively affect the ongoing viability of Seller’s business in a material manner;

(h)	As of the Closing Date, Seller has not received any notification, and has no knowledge, that it has infringed, or is now infringing, on any trade name, trademark, service mark or copyright belonging to any other person, firm or corporation.

(i)

To the best of Seller’s knowledge, no person, firm or corporation has or will have, as a result of any action of Seller, any right, interest or claim against Purchaser for any commission, fee or other compensation as a finder or broker, or for acting in any similar capacity, in connection with the transaction provided for by this Agreement, and Seller will pay and hold Purchaser harmless from any and all liabilities, obligations and costs with respect to any commission, fee or other compensation which may be payable by Seller, including any such fee payable to Confidential Business Sale, in connection with the transaction provided for by this Agreement;

Section 10 . Representation and Warranties of Purchaser. Purchaser represents and warrants to Seller that:

(a)

Purchaser is a company duly organized, validly existing and in good standing under the laws of Nevada with all requisite corporate power and authority to own, hold or lease the rights, properties and assets it will acquire, hold or lease pursuant to the transactions contemplated by this Agreement, to carry on the business upon the consummation of the transactions contemplated by this Agreement, and to execute, deliver and perform this Agreement and other documents to be executed by Purchaser in connection with this transaction.

(b)

All corporate and other proceedings, including without limitation all requisite action by the members of Purchaser required to authorize the legal and valid execution, delivery and performance of this Agreement and other documents related to this transaction and its consummation of all of the transactions contemplated by this Agreement have been duly taken by Purchaser. This Agreement has been duly authorized, executed and delivered by, and is the valid and binding obligation of Purchaser.

Section 11 . Post-Closing Covenants .

(a)

Seller agrees to indemnify, defend and hold harmless Purchaser against and from any and all liabilities, damages, obligations, claims, costs and expenses arising out of or resulting from Seller’s ownership of the Assets, and any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of Seller under this Agreement. Purchaser agrees to indemnify, defend and hold harmless Seller against and from any and all liabilities, damages, obligations, claims, costs and expenses arising out of or resulting from Purchaser’s ownership of the Assets and any misrepresentations, breach of warranty, or any nonfulfillment of any covenant or agreement on the part of Purchaser under this Agreement.

(b)

Seller agrees to indemnify, defend and hold harmless Purchaser against and from any and all liabilities, damages, obligations, claims, costs and expenses arising out of any work completed relating to the Business by Seller prior to the Closing Date, and Purchaser agrees to indemnify, defend and hold harmless Seller against and from any and all liabilities, damages, obligations, claims, costs and expenses arising out of any work performed relating to the Business by Purchaser after the Closing Date.

(c)

The indemnification by either Seller or Purchaser as provided to the other in this Agreement shall mean the defense or resistance of any legal action, threat of legal action or other process or proceeding whether by a private individual, an entity or government or quasi-governmental body and shall include the payment of any judgment obtained against the indemnified party. The indemnifying party shall pay all costs associated with the defense or any claim against the indemnified party and all expenses thereof including the reasonable attorney fees incurred by the non-indemnifying party. Notwithstanding the foregoing, the indemnifying party shall be entitled to employ their own legal counsel or other professionals required to resist or indemnify the other party from any action which is the responsibility of the indemnifying party.

(d)

Purchaser and Seller shall cooperate with and assist each other in the prosecution and defense of any litigation arising out of the operation of the Business, and shall agree in good faith on a written procedure relating to such cooperation and assistance. Any party requesting the assistance of any other party hereto shall pay the assisting party any reasonable out of pocket costs and expenses incurred by the assisting party (including, but not limited to, any reasonable travel costs and expenses) relating to such cooperation and assistance.

(e)

Seller will, from time to time after the Closing, upon the reasonable request of Purchaser and at Purchaser’s expense, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, conveyances, and assurances as may be reasonably required to transfer to and to vest in Purchaser all right, title, and interest of Seller in and to the Assets, and to protect the right, title, and interest of Purchaser in and to all of the Assets.

(f)

From and after the Closing, for a period of one year, during regular business and with reasonable prior notice, Purchaser agrees to provide Seller with access to the books and records of the Business as Seller shall request in connection with Seller’s reasonable need for such records in connection with tax or other financial accounting matters provided such access will not interfere with Purchaser’s operation of the Business.

(g)

Officers and Directors of Greenfield and Carmela’s CO . On the Closing Date, the Officers and Directors of Greenfield and Carmela’s CO shall be as follows:

Greenfield:
Name		Position
Ron Heineman		President & Chief Executive Officer & Director
Henry Fong		Director & Chief Financial Officer

Carmela’s CO:
Name		Position
Ron Heineman		Chairman, Director & Chief Executive Officer

Section 12. Termination.

(a)

The transactions contemplated herein may be terminated at any time but not later than the Closing Date:

(i) By mutual consent of the Purchaser and Seller; or

(ii)

By the Seller on the Closing Date, if any of the conditions to Seller’s obligations provided for in Section 7 of this Agreement shall not have been met or waived in writing by Seller prior to such date; or

(iii)

By the Purchaser on the Closing Date, if any of the conditions to Purchasers obligations provided for in Section 8 of this Agreement shall not have been met or waived in writing by Purchaser prior to such date.

(b)

In the event of termination by the Purchaser or by the Seller, or both, pursuant to Section 12(a) hereof, written notice thereof shall forthwith be given to the other party and the transactions contemplated by this Agreement shall be terminated, without further action by Purchaser or Seller except as hereinafter provided in subparagraphs (i) and (ii) of this Section 12(b). If the transactions contemplated by this Agreement are terminated as provided herein:

(i)

Each party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same;

(ii)

All confidential information received by any party hereto with respect to the business of any other party or its subsidiaries shall be treated in accordance with Section 24 hereof; and

(iii)

No party hereto shall have any liability or further obligation to any other party to this Agreement.

Section 13 . Risk of Loss. Seller retains all risk of loss, damage or destruction of the Assets until the Closing Date. If by reason of any destruction, loss or damage Seller’s business is interrupted, closed or otherwise materially affected, Seller shall immediately provide written notice of the incident to Purchaser. Purchaser shall thereafter have the right to terminate this Agreement by providing written notice of its termination to Seller or to proceed with the closing, the Purchase Price being adjusted, by consent and agreement of the Parties, to reflect any such loss, damage or destruction.

Section 14 . Expenses . The Parties shall pay all of their own expenses relating to the transaction contemplated by this Agreement, including, without limitation, the fees and expenses of their respective legal counsel and accountants. Seller shall pay all applicable sales, income and transfer taxes, if any.

Section 15 . Further Assurances . In addition to the actions, documents and instruments specifically required to be taken or delivered pursuant to this Agreement, each party will execute and deliver such other instruments and take such other actions as the other party may reasonably request in order to complete and perfect the transaction contemplated hereby.

Section 16 . Notices . Any notice or consent required or permitted by this Agreement shall be in writing and shall be delivered to the following address, facsimile or electronic mail address of each party, unless such address is changed by written notice hereunder:

Seller:		Purchaser:
COHP, LLC Mr. Ron Heineman, Manager 118 West Fifth Street Suite 201 Covington, Kentucky 41011 Phone: (859) 261-1742 Fax: (859) 251-2595 Email: rheine9402@ail.com		Greenfield Farms Food, Inc. Mr. Henry Fong, President 319 Clematis Street – Suite 400 West Palm Beach, Florida 33401 Phone: (561) 514-9042 Fax: (561) 514-9046 Email: henryfong1@gmail.com

All notices and other communications shall be deemed effective when delivered in person, by facsimile transmission, by electronic mail, overnight carrier or when deposited in the United States mail and sent by certified mail, postage prepaid, return receipt requested.

Section 17 . Applicable Law . This Agreement and all documents given in connection herewith shall be construed in accordance with the laws of the State of Colorado, without giving effect to the choice or conflict of laws principles thereof. All parties, their successors and assigns, consent to the jurisdiction of any court of competent jurisdiction in Arapahoe County, Colorado for purposes of any actions or proceedings arising out of or relating to this Agreement or the subject matter hereof; provided that the parties may also utilize other courts for purposes of execution of any judgments. The parties waive and agree not to assert by way of motion, as a defense or otherwise, in any such action or proceedings any claim that they are not personally subject to the jurisdiction of such court for the action or that the proceeding is brought in an inconvenient forum.

Section 18 . Binding Effect and Assignment . This Agreement shall inure to the benefit of, and shall be binding upon, the respective heirs, executors, successors and permitted assigns of the Parties. The obligations and duties of each party hereto are personal in nature and may not be assigned without the prior written consent of the other. Nothing in this Agreement is intended to confer any rights to any person, other than the Parties and their heirs, executors, successors and permitted assigns.

Section 19 . Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

Section 20 . Captions . The captions of the various sections and subsections used herein are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Agreement.

Section 21 . Severability . If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

Section 22 . Pronouns . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

Section 23 . Entire Agreement . This Agreement, including the other documents referred to herein which form a part hereof or are made pursuant hereto, embodies the entire agreement between the Parties with respect to the subject matter hereof and shall not be modified, amended or waived except in a writing executed by all Parties.

Section 24. Confidentiality of Information . All information disclosed heretofore or hereafter by Seller to Purchaser or Purchaser to Seller or to their representatives in connection with this Agreement shall be kept confidential by the party receiving such information, and shall not be used by such party otherwise than in connection with this Agreement, except to the extent it was known when received or as it is or as it becomes lawfully obtainable from other sources, or to the extent such duty as to confidentiality and use is waived in writing, or except as may be required by court order or any governmental agency. Such obligation as to confidentiality and use shall survive any termination of this Agreement other than as a result of consummation of the transactions contemplated by this Agreement. In the event of termination of this Agreement for any reason or pursuant to any provision of this Agreement whatsoever, Purchaser, shall use its best efforts to return to Seller all documents (and reproductions thereof) and electronically stored information received from Seller (and, in the case of reproductions, all such reproductions made by Purchaser), and, to the extent that Seller has received any documents and electronically stored information from Purchaser, upon written request of Purchaser, shall use its best efforts to return to Purchaser all documents (and reproductions thereof) received by Seller from Purchaser (and, in the case of reproductions, all such reproductions made by Seller). Further, the Parties also agree to keep the terms of the Purchase Price, as set forth in Section 2, confidential.

IN WITNESS WHEREOF, the Parties have executed this Asset Purchase Agreement on the day and year first above written.

SELLER:			PURCHASER:
COHP, LLC			CARMELA’S PIZZERIA CO, INC.


/s/ Ron Heineman			/s/ Henry Fong
Mr. Ron Heineman, Manager			Mr. Henry Fong, President

			GREENFIELD FARMS FOOD, INC.

			/s/ Henry Fong
			Mr. Henry Fong, President