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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Integrated Ventures Inc (QB) | USOTC:INTV | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.035 | 2.80% | 1.285 | 1.25 | 1.29 | 1.285 | 1.2675 | 1.2675 | 405 | 14:47:49 |
x
|
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended:
DECEMBER 31, 2013
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For transition period from __________ to __________
.
|
NEVADA
|
26-2909561
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification Number)
|
Large Accelerated Filer
|
o |
Accelerated Filer
|
o |
Non-Accelerated Filer
|
o |
Smaller Reporting Company
|
x |
·
|
A full-service dining room menu comprising a Carmela’s Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill.
|
·
|
A smaller Carmela’s Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out.
|
·
|
A full-service dining room menu comprising a Carmela’s Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill.
|
·
|
A smaller Carmela’s Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out.
|
·
|
A Carmela’s Pizzeria delivery and carry-out model similar to those of the leading pizza delivery chains.
|
Location
|
Sq Ft
|
Lease End
|
||
Brookville
|
2,400
|
July 2018
|
||
Park Layne
|
3,700
|
March 2024
|
||
Springboro
|
2,000
|
November 2016
|
Year ended December 31, 2014
|
$ | 64,500 | ||
2015
|
61,500 | |||
2016
|
60,800 | |||
2017
|
35,250 | |||
Total
|
$ | 222,050 |
·
|
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.
|
Price
|
||||||||
High
|
Low
|
|||||||
Fiscal year ended December 31, 2013
|
||||||||
Quarter ended December 31, 2013
|
$ | 0.03 | $ | 0.001 | ||||
Quarter ended September 30, 2013
|
$ | 0.07 | $ | 0.01 | ||||
Quarter ended June 30, 2013
|
$ | 0.36 | $ | 0.02 | ||||
Quarter ended March 30, 2013
|
$ | 0.70 | $ | 0.10 |
Fiscal year ended December 31, 2012
|
||||||||
Quarter ended December 31, 2012
|
$ | 0.75 | $ | 0.1 0 | ||||
Quarter ended September 30, 2012
|
$ | 0.74 | $ | 0.12 | ||||
Quarter ended June 30, 2012
|
$ | 4.00 | $ | 0.45 | ||||
Quarter ended March 30, 2012
|
$ | 5.60 | $ | 2.70 |
·
|
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.
|
NAME
|
AGE
|
POSITION
|
SINCE
|
|||
Ronald Heineman
|
57
|
Chief Executive Officer, Principal Executive Officer and Director
|
October 2013
|
|||
Henry Fong
|
78
|
Chief Financial Officer, Principal Executive Officer, Principal Accounting Officer and Director
|
June 2012
|
NAME
|
AGE
|
POSITION
|
SINCE
|
|||
Darren Dulsky
|
55
|
President and Chief Operating Officer of Carmela’s Pizzeria
|
October 2013
|
·
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
|
·
|
Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer
|
·
|
Compliance with applicable governmental laws, rules and regulations
|
·
|
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code
|
·
|
Accountability for adherence to the code
|
Name and principal position
(a)
|
Year
(b)
|
Salary ($)
(c)
|
Bonus ($)
(d)
|
Stock Awards ($)
(e)
|
Nonqualified Deferred Compensation Earnings ($)
(h)
|
All Other Compensation ($)
(i)
|
Total ($)
(j)
|
|||||||||||||||||||
Ronald
Heineman
|
2013
|
0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
CEO
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
Henry Fong
|
2013
|
0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
CFO
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 |
(1)
|
Unless stated otherwise, the business address for each person named is c/o Greenfield Farms Food, Inc. As a result of the acquisition of Carmela’s effective October 1, 2013 and Carmela’s being considered the accounting acquirer for purposes of the Company’s financial reporting, the compensation presented herein reflects that of Carmela’s Pizzeria operations for 2012 and 2013 with the addition of the Company’s compensation for the period from October 1, 2013 to December 1, 2013.
|
(1)
|
As of March 31, 2014, 587,460,867 shares of our common stock were outstanding. Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of the record date are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Except as indicated by footnote, the persons named in the table above have the sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
|
(2)
|
In March 2011, the Company authorized the issuance of up to 100,000 shares of $0.001 par value Series A Convertible Voting Preferred Stock (the "Series A Preferred") of which there were 96,623 shares outstanding as of December 31, 2013. Each share of Series A Preferred is convertible into 70 shares of common stock. If all shares of Series A Preferred were to be converted to shares of common stock as of December 31, 2013, a total of 6,763,610 shares would be issued to the holders of the Series B Preferred including 4,950,050 that would be beneficially owned by Mr. Fong through his wife. The Series A Preferred also carries voting rights on an "as if converted" basis.
|
(3)
|
Includes warrants exercisable until October 2018 at the following exercise prices: 8,544,607 at $0.015; 8,544,607 at $0.02; and 8,544,607 at $0.025.
|
(4)
|
Includes 24,883,823 shares held by a trust owned by Mr. Heineman’s spouse.
|
(5)
|
Includes 70,715 shares of Series A Preferred Stock owned by a company controlled by Mr. Fong's spouse.
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Beginning balance
|
$ | 471,578 | $ | 307,406 | ||||
Advances, net
|
173,882 | 164,172 | ||||||
Notes assumed in recapitalization
|
31,200 | - | ||||||
Assumed by member of COHP
|
(575,972 | ) | - | |||||
$ | 100,688 | $ | 471,578 |
Year Ended December 31
|
2013
(2)
|
2012
(2)
|
||||||
Audit Fees
(1)
|
$ | 22,800 | $ | 21,750 | ||||
Audit-Related Fees
(3)
|
- | - | ||||||
Tax Fees
(4)
|
- | - | ||||||
All Other Fees
(5)
|
- | - | ||||||
Total Accounting Fees and Services
|
$ | 22,800 | $ | 21,750 |
(1)
|
Audit Fees
. These are fees for professional services for the audit of our annual financial statements, and for services that are normally provided in connection with statutory and regulatory filings or engagements including review of our quarterly financial statements
.
|
|
(2)
|
The amounts shown in 2012 and 2013 relate to (i) the audit of our annual financial statements for the fiscal years ended December 31, 2012 and 2013 and (ii) reviews of our quarterly financial statements and include fees for the audit of Carmela’s in 2012 in addition to that of the Company.
|
|
(3)
|
Audit-Related Fees
. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.
|
|
(4)
|
Tax Fees
. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
|
|
(5)
|
All Other Fees
. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.
|
Exhibit Number
|
Description
|
|
3.1
|
Articles of Incorporation
(Incorporated by reference from Exhibit No. 3.1 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)
|
|
3.2
|
Bylaws
(Incorporated by reference from Exhibit No. 3.2 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation
(Incorporated by reference from Exhibit No. 3.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)
|
|
4.1
|
Certificate of Designation for Series A Preferred Stock
(Incorporated by reference from Exhibit No. 4.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)
|
|
4.2
|
Certificate of Designation of Series B Convertible Preferred Stock
(Incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 filed on November 14, 2013)
|
|
4.3
|
Certificate of Designation of Series C Convertible Preferred Stock
(Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on November 4, 2013)
|
|
10.1
|
Debt Settlement and Release Agreement with Larry C. Moore and Donna Moore dated July 18, 2012
(Incorporated by reference from Exhibit No. 10.3 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)
|
|
10.2
|
Asset Purchase Agreement (the “Agreement”) by and among COHP, LLC, an Ohio limited liability corporation (“COHP”); and Carmela’s Pizzeria CO, Inc., a Colorado corporation (“Carmela’s CO”), and its parent Greenfield Farms Food, Inc., a Nevada corporation (“Greenfield”) dated October 29, 2013
(Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on November 4, 2013)
|
|
14.1
|
Code of Ethics
(Incorporated by reference from Exhibit No. 14.1 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)
|
|
31.1
|
Certification of Principal Executive Officer Sec. 302
(Filed herewith)
|
|
31.2
|
Certification of Principal Financial Officer Sec. 302
(Filed herewith)
|
|
32.1
|
Certification of Chief Executive Officer Sec. 906
(Filed herewith)
|
|
32.1
|
Certification of Chief Financial Officer Sec. 906
(Filed herewith)
|
|
101.INS **
|
XBRL Instance Document
(Filed herewith)
|
|
101.SCH **
|
XBRL Schema Document
(Filed herewith)
|
|
101.CAL **
|
XBRL Calculation Linkbase Document
(Filed herewith)
|
|
101.DEF **
|
XBRL Definition Linkbase Document
(Filed herewith)
|
|
101.LAB **
|
XBRL Label Linkbase Document
(Filed herewith)
|
|
101.PRE **
|
XBRL Presentation Linkbase Document
(Filed herewith)
|
GREENFIELD FARMS FOOD, INC. | |||
(Registrant) | |||
Date:
June 16, 2014
|
By: |
/s/ Ronald Heineman
|
|
Ronald Heineman
|
|||
Chief Executive Officer and
Principal Executive Officer
|
|||
By: |
/s/ Henry Fong
|
||
Henry Fong
|
|||
Chief Financial Officer and
Principal Financial Officer
|
Date:
June 16, 2014
|
By: |
/s/ Ronald Heineman
|
|
Ronald Heineman
|
|||
Director
|
|||
By: |
/s/ Henry Fong
|
||
Henry Fong
|
|||
Director
|
Page
|
||||
Report of Independent Registered Public Accounting Firm
|
F-1 | |||
Consolidated Balance Sheets at December 31, 2013 and 2012
|
F-2 | |||
Consolidated Statements of Operations for the years ended December 31, 2013
and 2012
|
F-3 | |||
Consolidated Statement of Shareholders' Deficit as of December 31, 2013
|
F-4 | |||
Consolidated Statements of Cash Flows for the years ended December 31, 2013
and 2012
|
F-5 | |||
Notes to Consolidated Financial Statements
|
F-6 – F-17 |
Silberstein Ungar, PLLC CPAs and Business Advisors | |
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
|
CONSOLIDATED BALANCE SHEETS
|
December 31,
2013
|
December 31,
2012
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 5,022 | 4,089 | |||||
Prepaid expense
|
3,691 | 704 | ||||||
Credit card receivables
|
4,918 | 2,391 | ||||||
Inventory
|
8,486 | 8,472 | ||||||
Deferred charges
|
4,361 | - | ||||||
Total Current Assets
|
26,478 | 15,656 | ||||||
PROPERTY AND EQUIPMENT
|
||||||||
Equipment, computer hardware and software
|
148,390 | 120,179 | ||||||
Accumulated depreciation
|
(72,806 | ) | (51,294 | ) | ||||
Property and equipment, net
|
75,584 | 68,885 | ||||||
Other Assets
|
||||||||
Security deposits
|
5,603 | 2,200 | ||||||
Total Assets
|
$ | 107,665 | $ | 86,741 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Liabilities
|
||||||||
Current Liabilities
|
||||||||
Checks written in excess of bank balance
|
$ | 13,555 | $ | - | ||||
Accounts payable
|
99,009 | 39,905 | ||||||
Accrued wages and payroll expenses
|
23,753 | 25,706 | ||||||
Accrued interest
|
9,742 | - | ||||||
Accrued interest – related parties
|
9,641 | - | ||||||
Accrued interest – convertible notes payable
|
19,290 | - | ||||||
Current portion of capital lease payable
|
- | 5,670 | ||||||
Derivative liability
|
251,137 | - | ||||||
Notes payable
|
50,000 | - | ||||||
Notes payable – related parties
|
100,687 | 471,578 | ||||||
Convertible notes payable, net of debt discount
|
204,871 | - | ||||||
Total Liabilities
|
781,685 | 542,859 | ||||||
Stockholders’ Deficit
|
||||||||
Preferred stock, par value $.001
|
||||||||
50,000,000 shares authorized;
|
||||||||
96,623 series A convertible shares issued and outstanding (2013)
|
97 | - | ||||||
44,000 series B convertible shares issued and outstanding (2013)
|
44 | - | ||||||
Common stock, par value $.001
|
||||||||
950,000,000 shares authorized;
|
||||||||
145,732,680 and 0 shares issued and outstanding, respectively
|
145,733 | - | ||||||
Warrants
|
507,280 | - | ||||||
Additional paid-in capital
|
- | - | ||||||
Accumulated deficit
|
(1,327,174 | ) | (456,118 | ) | ||||
Total Stockholders' Deficit
|
(674,020 | ) | (456,118 | ) | ||||
Total Liabilities and Stockholders’ Deficit
|
$ | 107,665 | $ | 86,741 |
GREENFIELD FARMS FOOD, INC.
|
||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
Year ended
|
Year ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Sales
|
||||||||
Food and beverage
|
$ | 1,184,841 | $ | 1,322,847 | ||||
Vending receipts
|
4,638 | 16,813 | ||||||
Total sales
|
1,189,479 | 1,339,660 | ||||||
Cost of Goods Sold
|
955,848 | 1,207,109 | ||||||
Gross Profit
|
233,631 | 132,551 | ||||||
Operating Expenses
|
||||||||
Telephone and utilities
|
92,408 | 71,299 | ||||||
Legal, accounting and professional fees
|
62,768 | 2,806 | ||||||
Rent
|
64,895 | 72,096 | ||||||
Advertising
|
49,323 | 31,243 | ||||||
Repairs and maintenance
|
27,533 | 50,273 | ||||||
Bank and credit card processing charges
|
24,481 | 21,286 | ||||||
Wages and taxes
|
33,043 | - | ||||||
Stock based compensation
|
10,000 | - | ||||||
Depreciation
|
18,093 | 17,725 | ||||||
Other
|
72,882 | 48,350 | ||||||
Total Operating Expenses
|
455,426 | 315,078 | ||||||
Loss From Operations
|
(221,795 | ) | (182,527 | ) | ||||
Other Expenses (Income)
|
||||||||
Interest expense
|
(2,801 | ) | 492 | |||||
Derivative expense
|
193,079 | - | ||||||
Change in Derivative Liability
|
(51,179 | ) | - | |||||
Loss on Conversion of Debt
|
130,642 | - | ||||||
Amortization expense on discount of debt
|
29,314 | - | ||||||
Total Other Expenses (Income)
|
299,055 | 492 | ||||||
Net Loss
|
$ | (520,850 | ) | $ | (183,019 | ) | ||
Weighted Average Number of Shares Outstanding:
|
||||||||
Basic and Diluted
|
22,773,789 | 53,965,942 | ||||||
Net Loss per Share:
|
||||||||
Basic and Diluted
|
$ | (0.02 | ) | $ | (0.00 | ) |
GREENFIELD FARMS FOOD, INC.
|
||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
|
Preferred stock
|
Common stock
|
Additional paid-in
|
Accumulated
|
Total stockholders'
|
|||||||||||||||||||||
Shares
|
Par value
|
Shares
|
Par value
|
Warrants
|
capital
|
deficit
|
deficit
|
||||||||||||||||||
Inception
|
- | $ | - | 0 | $ | - | $ | $ | 0 | $ | - | $ | - | ||||||||||||
Balance at January 1, 2012
|
- | - | - | (268,094 | ) | (268,094 | ) | ||||||||||||||||||
Distributions
|
(5,005 | ) | (5,005 | ) | |||||||||||||||||||||
Net loss for year ended December 31, 2012
|
- | - | - | - | - | - | (183,019 | ) | (183,019 | ) | |||||||||||||||
Balance at December 31, 2012
|
- | - | - | - | (456,118 | ) | (456,118 | ) | |||||||||||||||||
Distributions
|
(31,500 | ) | (31,500 | ) | |||||||||||||||||||||
Liability assumed by member of COHP, LLC
|
575,973 | 575,973 | |||||||||||||||||||||||
Issuance of conv Pref C shs & warrants to acquire COHP
|
|||||||||||||||||||||||||
membership interests
|
1,000 | 1 | 507,280 | 1,079,318 | 1,586,599 | ||||||||||||||||||||
Conversion of Pref C shs to common stock to accomplish
|
|||||||||||||||||||||||||
change in control
|
(1,000 | ) | (1 | ) | 53,965,942 | 53,966 | 53,965 | ||||||||||||||||||
Recapitalization/Merger
|
140,623 | 141 | 9,498,413 | 9,498 | (1,184,663 | ) | (894,679 | ) | (2,069,703 | ) | |||||||||||||||
October 2013 common stock issued for services
|
- | - | 500,000 | 500 | 9,500 | - | 10,000 | ||||||||||||||||||
October through December 2013, issuance of common
|
|||||||||||||||||||||||||
stock to convertible noteholders
|
- | - | 81,768,325 | 81,768 | 95,845 | - | 177,613 | ||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (520,850 | ) | (520,850 | ) | |||||||||||||||
Balance at December 31, 2013
|
140,623 | $ | 141 | 145,732,680 | $ | 145,733 | $ | 507,280 | $ | - | $ | (1,327,174 | ) | $ | (674,020 | ) |
GREENFIELD FARMS FOOD, INC.
|
||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Year ended
|
Year ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net loss for the period
|
$ | (520,850 | ) | $ | (183,019 | ) | ||
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
||||||||
Depreciation
|
18,093 | 17,725 | ||||||
Amortization of deferred financing costs
|
3,261 | - | ||||||
Amortization of discount on debt
|
29,314 | - | ||||||
Change in Derivative Liability
|
(51,179 | ) | - | |||||
Initial derivative liability expense
|
193,079 | - | ||||||
Loss on Conversion of Debt
|
130,642 | - | ||||||
Convertible note issued for services
|
45,000 | - | ||||||
Stock baesd compensation
|
10,000 | - | ||||||
Changes in Assets and Liabilities
|
||||||||
Decrease in prepaid expense
|
1,163 | 158 | ||||||
(Increase) in inventory
|
(14 | ) | (1,897 | ) | ||||
(Increase) in credit card receivable
|
(2,527 | ) | (2,391 | ) | ||||
Decease in security deposits
|
2,200 | - | ||||||
Increase in checks written in excess of cash balance
|
13,555 | - | ||||||
Increase in accounts payable
|
14,761 | 392 | ||||||
(Decrease) increase in accrued wages and payroll expenses
|
(1,953 | ) | 20,201 | |||||
Increase in accrued interest
|
1,008 | - | ||||||
Increase in accrued interest – related parties
|
630 | - | ||||||
Increase in accrued interest – convertible notes payable
|
(3,728 | ) | - | |||||
Net Cash used in Operating Activities
|
(117,545 | ) | (148,831 | ) | ||||
Cash Flows from Investing Activities:
|
||||||||
Purchase of property and equipment
|
(22,986 | ) | - | |||||
Payment of security deposit
|
(5,300 | ) | - | |||||
Cash received in merger
|
52 | - | ||||||
Net Cash Provided by (Used in) Investing Activities
|
(28,234 | ) | - | |||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from notes payable - related parties, net
|
173,882 | 164,172 | ||||||
Payments on capital leases
|
(5,670 | ) | (7,439 | ) | ||||
Payment of distributions to members
|
(31,500 | ) | (5,005 | ) | ||||
Proceeds from convertible notes payable
|
10,000 | - | ||||||
Net Cash Provided by Financing Activities
|
146,712 | 151,728 | ||||||
Net Increase in Cash and Cash Equivalents
|
933 | 2,897 | ||||||
Cash and Cash Equivalents – Beginning
|
4,089 | 1,192 | ||||||
Cash at End of Period
|
$ | 5,022 | $ | 4,089 | ||||
Supplemental Cash Flow Information:
|
||||||||
Cash paid for interest
|
$ | 337 | $ | - | ||||
Cash paid for income taxes
|
$ | - | $ | - | ||||
Non-Cash Investing and Financing Activities:
|
||||||||
Accrued interest
|
$ | (6,800 | ) | $ | - | |||
Convertible notes
|
$ | (143,500 | ) | $ | - | |||
Common stock issued for covertible notes and accrued interest
|
$ | 46,970 | $ | - | ||||
Accounts payable cancelled in exchange for convertible note
|
$ | 9,300 | $ | - | ||||
Convertible notes
|
$ | 18,000 | $ | - |
2013
|
2012
|
|||||||
Carmela’s Equipment
|
$
|
144,108
|
$
|
120,179
|
||||
GRAS Equipment
|
4,282
|
-
|
||||||
Less: Accumulated depreciation
|
(72,806)
|
(51,294)
|
||||||
Property and equipment, net
|
$
|
75,584
|
$
|
68,885
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Beginning balance
|
$ | 471,578 | $ | 307,406 | ||||
Advances, net
|
173,882 | 164,172 | ||||||
Notes assumed in recapitalization
|
31,200 | - | ||||||
Assumed by member of COHP
|
(575,973 | ) | - | |||||
$ | 100,687 | $ | 471,578 |
Face Value
|
Balances
10/1/13
|
Issuance of new convertible notes
|
Amortization of discount on convertible
Notes
|
Debenture conversions three months ended 12/31/13
|
Balances
12/31/13
|
|||||||||||||||
Assumed notes
|
$ | 239,687 | - | - | $ | (46,193 | ) | $ | 193,494 | |||||||||||
2013 Notes
|
- | 66,800 | - | - | 66,800 | |||||||||||||||
Note discount
|
$ | (4,000 | ) | (80,737 | ) | $ | 29,314 | - | (55,423 | ) | ||||||||||
Total
|
$ | 235,687 | $ | (13,937 | ) | $ | 29,314 | $ | (46,193 | ) | $ | 204,871 |
Note convertible date
|
10/27/13
|
10/28/13
|
11/10/13
|
12/9/13
|
12/21/13
|
12/23/13
|
12/27/13
|
|||||||||||||||||||||
Note amount
|
$ | 12,737 | $ | 18,000 | $ | 32,500 | $ | 5,000 | $ | 7,500 | $ | 2,500 | $ | 2,500 | ||||||||||||||
Stock price at convertible date
|
$ | .0005 | $ | .0045 | $ | .0023 | $ | .0006 | $ | .00045 | $ | .0005 | $ | .00048 | ||||||||||||||
Expected life (years)
|
.5 | .44 | 0.23 | .5 | .24 | .75 | .75 | |||||||||||||||||||||
Risk free interest rate
|
.10 | % | .10 | % | .08 | % | .10 | % | .07 | % | .10 | % | .10 | % | ||||||||||||||
Volatility
|
295.0 | % | 276.59 | % | 285.8 | % | 259.7 | % | 410.1 | % | 319.1 | % | 319.1 | % | ||||||||||||||
Initial derivative value
|
$ | 27,027 | $ | 107,083 | $ | 50,016 | $ | 9,204 | $ | 50,040 | $ | 17,783 | $ | 12,663 |
Note convertible date
|
10/27/13
|
10/28/13
|
11/10/13
|
12/9/13
|
12/21/13
|
12/23/13
|
12/27/13
|
|||||||||||||||||||||
Note amount
|
$ | 6,133 | $ | 18,000 | $ | 32,500 | $ | 5,000 | $ | 7,500 | $ | 2,500 | $ | 2,500 | ||||||||||||||
Stock price at convertible date
|
$ | .00048 | $ | .0048 | $ | .0023 | $ | .00065 | $ | .00045 | $ | .00053 | $ | .00048 | ||||||||||||||
Expected life (years)
|
.32 | .26 | 0.09 | .44 | .24 | .73 | .73 | |||||||||||||||||||||
Risk free interest rate
|
.09 | % | .09 | % | .07 | % | .09 | % | .07 | % | .09 | % | .09 | % | ||||||||||||||
Volatility
|
351.6 | % | 397.8 | % | 463.4 | % | 329.7 | % | 426.8 | % | 361.6 | % | 361.6 | % | ||||||||||||||
12/31/13 derivative value
|
$ | 20,962 | $ | 61,473 | $ | 111,209 | $ | 12,416 | $ | 27,314 | $ | 8,438 | $ | 9,325 |
Warrants
|
Weighted-average exercise price
|
Weighted-average grant date fair value
|
||||||||||
Outstanding and exercisable at December 31, 2012
|
- | $ | - | $ | - | |||||||
Granted
|
53,965,942 | 0.0183 | 0.0094 | |||||||||
Expired/Cancelled
|
- | - | - | |||||||||
Exercised
|
- | - | - | |||||||||
Outstanding and exercisable at December 31, 2013
|
53,965,942 | $ | 0.0183 | $ | 0.0094 |
Exercise price range
|
Number of options outstanding
|
Weighted-average exercise price
|
Weighted-average remaining life
|
||||||||
$ | 0.01 | 17,988,648 | 0.01 |
4.8 years
|
|||||||
$ | 0.02 | 17,988,647 | 0.02 |
4.8 years
|
|||||||
$ | 0.025 | 17,988,647 | 0.025 |
4.8 years
|
|||||||
53,964,942 | $ | 0.0183 |
4.8 years
|
Year ended December 31, 2014
|
$ | 64,500 | ||
2015
|
61,500 | |||
2016
|
60,800 | |||
2017
|
35,250 | |||
Total
|
$ | 222,050 |
2013
|
2012
|
|||||||
Net Operating Loss
|
$
|
(873,025)
|
$
|
(535,290)
|
||||
Benefit for income taxes computed using the statutory rate of 34%
|
296,828
|
182,000
|
||||||
Permanent Differences
|
(184,457)
|
(66,139)
|
||||||
Change in valuation allowance
|
(112,371)
|
(115,861)
|
||||||
Provision for income taxes
|
$
|
-
|
$
|
-
|
2013
|
2012
|
|||||||
Total deferred tax assets
|
$
|
350,375
|
$
|
238,004
|
||||
Valuation allowance
|
(350,375)
|
(238,004)
|
||||||
$
|
-
|
$
|
-
|
1 Year Integrated Ventures (QB) Chart |
1 Month Integrated Ventures (QB) Chart |
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