UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

☒[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2014~~ 2015

☐[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 000-54070

~~THE~~American Patriot ~~GRILLED CHEESE TRUCK~~Brands, ~~INC~~Inc.

(f/k/a THE GRILLED CHEESE TRUCK, INC.)

Nevada		27-3120288
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

~~151~~4570 Campus ~~North Nob Hill Road~~Drive, Suite ~~321~~1,

~~Fort Lauderdale~~Newport Beach, FLCA ~~33324~~92660

(949) -478-2571

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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

None

Name of each exchange on which registered

N/A

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

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] ¨ No x [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ [ ] No x [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x [ ] No ¨ [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive ~~Data~~ Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the ~~preceding~~ preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] x No ¨ [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Yes [ ] No [X]

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

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] Smaller reporting company x[ ] Emerging growth 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 ý [X]

AsAt June 30, 2017, the last business day of ~~March~~the ~~31,~~Registrant’s ~~2015,~~most ~~there~~recently ~~were~~completed 19second fiscal quarter,~~721,429~~ the aggregate market ~~shares~~value of ~~common~~the registrant’s voting stock held by non-affiliates (based on the closing sale price of the registrant’s Common Stock on the OTC, ~~par~~and ~~value~~for ~~$0.001~~the ~~per~~purpose ~~share~~of this computation only, ~~outstanding~~on the assumption that all of the Registrant’s directors and officers are affiliates, was approximately $18,590,290.

~~There~~As ~~was~~of noSeptember ~~trading~~30, 2017, ~~market~~there ~~for~~were ~~the~~55,693,216 ~~Registrants~~shares ~~voting~~of common stock onoutstanding, 14,135,284 shares of common stock issuable upon the ~~last~~exercise ~~business~~of ~~day~~all of our outstanding warrants and 5,000,000 shares of ~~the~~common ~~Registrant’s~~stock ~~most~~issuable ~~recently~~upon ~~completed~~the ~~second~~exercise ~~fiscal quarter~~of all vested options.

DOCUMENTS INCORPORATED BY REFERENCE None

None

TABLE OF CONTENTS

PART I
Item 1.	Business	~~Business~~4	4
Item 1A.	Risk Factors	~~Risk Factors~~10	14
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~18	23
Item 2.	Properties	~~Properties~~18	23
Item 3.	Legal Proceedings	~~Legal Proceedings~~18	23
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~18	23
PART II
Item 5.	Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	~~Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities~~19	24
Item 6.	Selected Financial Data	~~Selected Financial Data~~	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~21	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~28	24
Item 8.	Financial Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~28	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~28	29
Item 9A.	Controls and Procedures	~~Controls and Procedures~~28	29
Item 9B.	Other Information	~~Other Information~~29	30
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~Directors, Executive Officers and Corporate Governance~~30	31
Item 11.	Executive Compensation	~~Executive Compensation~~33	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	~~Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters~~40	39
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~Certain Relationships and Related Transactions, and Director Independence~~41	40
Item 14.	Principal Accountant Fees and Services	~~Principal Accountant Fees and Services~~41	41
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~Exhibits and Financial Statement Schedules~~42	41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) contains “forward-looking statements.” Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations of the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets, business strategies, future cash flows, financing plans, plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts. These risks and others described under “Risk Factors” may not be exhaustive.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this Annual Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Unless otherwise provided in this Annual Report, references to the “Company,” the “Registrant,” “we,” “us” and “our” refer to “The Grilled Cheese Truck, Inc.” and “American Patriot Brands, Inc.”

PART I

Item 1. Our Business

~~Introduction~~COMPANY OVERVIEW

We~~, through our~~ ~~wholly-owned subsidiary, Grilled Cheese, Inc.,~~ are a ~~food~~vertically ~~truck~~integrated operation that sells various types of gourmet grilled cheese sandwiches and other comfort foods principally in the areas of Los Angeles, California and Phoenix Arizona. Our trucks currently make multiple stops per week (serving lunch and dinner five days a week) at prearranged locations. Food preparation occurs at our kitchen which supports streamlined operations within the truck by limiting incannabis-~~truck~~focused ~~operations~~agriculture to assembly and grilling. This allows each truck to achieve maximum revenues per hour and deliver melts, Tater Tots, soups and sides efficiently to our customers. Our business model implements the use of social media and location booking to secure sales at each stop. Our website, www.grilledcheesetruck.com always lists the upcoming schedule of our trucks identifying where each truck will be stopping. During the fiscal year ended December 31, 2013, we expanded our number of company ~~operated~~that ~~food~~is ~~trucks~~committed ~~from two~~ to ~~nine~~cultivating and ~~expanded~~distributing ~~our geographical area to Phoenix, Arizona. During~~ the ~~fiscal year ended December 31, 2014, our~~highest ~~number~~quality ofmedical ~~company operated food trucks fluctuated based on market conditions~~ and ~~seasonality,~~recreational ~~with increases in the geographical areas of Phoenix, Los Angeles, Las Vegas and South Dakota~~cannabis. Further, we entered into licensing agreements in certain locations in California and test marketed expansion, branding and licensing efforts in California and select markets throughout the United States.

~~We are capitalizing on the burgeoning gourmet~~Since ~~food~~May ~~truck~~2016 ~~industry through~~ our ~~established~~primary ~~food~~focus ~~service~~is ~~operations~~on ~~and social media strategy. Driving our growth, we have received national media visibility and as of~~ the ~~date~~cultivation ~~of this Annual Report, have accumulated over 150,000 total followers through a variety of social media platforms, including Facebook, Twitter~~ and ~~Instagram.~~distribution ~~We believe that our use~~ of ~~social~~medicinal ~~media allows us to communicate with a large group of our interested fan base in real time, letting them know exactly when~~ and ~~where~~recreational ~~our food trucks will be located on a given date~~cannabis. We believe that providing potential customers with up-to-date information regarding the time and location of our trucks helps promote and drive additional customers to our trucks, therefore increasing our sales at each prospective location. We believe we have established brand presence in certain locations throughout Southern California and in Phoenix, Arizona, but we have sustained losses to date.

~~The report of our independent registered~~In ~~public~~May ~~accounting~~2016 firm on our consolidated financial statements for the year ended December 31, 2014 contains an explanatory paragraph regarding our ability to continue as a going concern. Our business will require significant amounts of capital to sustain operations and make the investments we ~~need~~decided to ~~execute~~discontinue our ~~longer~~food ~~term~~truck ~~business plan~~operations. Our net loss for the year ended December 31, 2014 was $7,712,208 and the deficit accumulated by us amounts to $15,628,986 over the same period. This raises substantial doubt about our ability to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

In September 2016 we sold our Trademarks and Intellectual Property relating to our food truck business to a former company officer in exchange 3 million shares of the company’s stock he owned upon satisfaction of the terms of the Settlement Agreements. These shares are to be held in escrow until their release.

In September 2016 we acquired 100% of the ownership interests in Urban Pharms, LLC, DJ&S, LLC and DJ&S Property #1, LLC (collectively, “Urban Pharms”) for 12,000,000 newly issued shares of the Company’s common stock of which 7,000,000 shares were issued to our new subsidiary Urban Pharms, LLC as condition to satisfy trust deed holders.

In September 2016 we changed our corporate name to American Patriot Brands, Inc.

Urban Pharms, LLC is a medical and recreational cannabis business which collectively owns: indoor and outdoor cannabis facilities, greenhouses, cloning facilities, and manufacturing facilities all primarily conducted on Urban Pharms’ approximate 280 acre property in southern Oregon.

In January 2017 we acquired TSL Distribution, LLC, a licensed cannabis distributor located in Oregon, that does business as The SWEET Life Distribution. In exchange we paid $50,00 in cash, issued 200,000 shares of common stock, 200,000 3 year warrants with a $1.00 strike price and a 24 month note for $150,000.

We are committed to conducting business and make accretive cannabis business acquisitions relating to growing and distributing cannabis, in jurisdictions where it is legal to do so.

The company generated revenue from food and beverage sales through the company-operated food trucks in Southern California and Phoenix, Arizona until September 2016.

During the fiscal years 2015 through our formerly wholly owned subsidiary, Grilled Cheese, Inc., owned a food truck operation which sold various types of gourmet grilled cheese sandwiches and other comfort foods principally in the areas of Los Angeles, California and Phoenix Arizona.

The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2015 contains an explanatory paragraph regarding our ability to continue as a going concern. Our business will require significant amounts of capital to sustain operations and make the investments we need to execute our longer-term business plan.

Our net loss for the year ended December 31, 2015 was $6,146,501 and the deficit accumulated by us amounts of $21,775,487 as of December 31, 2015. This raises substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources. Management’s plan to continue as a going concern includes raising capital through increased sales and growing operations to profitability and through additional debt and/or equity financing. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans of raising additional funds or increasing sales. Our ability to continue as a going concern is dependent upon our management’s ability to successfully implement the plans described above. Management cannot provide any assurance that unforeseen circumstances that may occur at any time within the next twelve months or thereafter will not increase the need for us to raise additional capital on an immediate basis. There can be no assurance that we will be able to continue to raise funds in subsequent debt or equity financings, in which case the Company may be unable to meet its obligations.

We generate revenue from food and beverage sales through our company-operated food trucks in Southern California and Phoenix, Arizona. In addition, we generate revenue from licensing the right to use certain portions of our intellectual property. Such licensing not only provides us with revenue, but it also enables us to further establish our brand. We have licensed these intellectual property rights for use in counties in California, including Ventura County, Santa Barbara County, and portions of Los Angeles County which are commonly referred to as the San Fernando Valley where our licensees currently license and operate two trucks. Further, we intend to expand nationally and prospectively generate revenue from franchise sales, royalties based on a percentage of sales by franchisees and sales of food products to our franchisees, however there is no guarantee or assurance that we will be able to implement our franchise expansion or that we will be able to collect royalties from the sales made by our potential franchisees. In addition to our potential franchise operations, we intend to expand and increase the number of company-owned trucks, to begin operating brick and mortar restaurants, and expand our operations within sports venues and airports and bring our food trucks to special events throughout the United States and internationally.

Our Corporate History and Background

~~We were incorporated in the state of Nevada~~In onMay ~~December~~2016 ~~31,~~we ~~2009~~decided ~~as GSP-1, Inc. We were formed as a vehicle~~ to ~~pursue~~discontinue aour ~~business~~food ~~combination.~~truck ~~The~~operations ~~Company~~and ~~selected December~~in 31September as2016 ~~its fiscal year end. On July 6, 2011,~~ we ~~filed~~sold aour ~~Certificate~~Trademarks ofand ~~Amendment~~Intellectual Property relating to our ~~Articles~~food oftruck ~~Incorporation~~business to ~~change our~~a ~~name~~former ~~from~~company ~~“GSP-1,~~officer ~~Inc.”~~in toexchange ~~“TRIG~~for ~~Acquisition~~3 1,million ~~Inc.”~~shares Inof ~~connection~~the ~~with~~company’s ~~our acquisition of Grilled~~stock ~~Cheese,~~he ~~Inc.~~owned onupon ~~February~~satisfaction ~~19,~~of ~~2013,~~the weterms ~~filed a Certificate~~ of ~~Amendment~~the toSettlement ~~our~~Agreements. ~~Articles~~These ofshares ~~Incorporation~~are to ~~change~~be ~~our~~held ~~name~~in ~~from “TRIG~~escrow ~~Acquisition~~until 1,their ~~Inc~~release.~~” to “The Grilled Cheese Truck, Inc.”~~

4In May 2016 we the acquired several medicinal cannabis operations and our primary focus became the cultivation, manufacture, and distribution of medicinal and recreational cannabis.

Going forward, our primary focus is on the cultivation and distribution of medicinal and recreational cannabis.

We changed our name to “American Patriot Brands, Inc.” in September 2016, and we filed a Certificate of Amendment to our Articles of Incorporation and concurrently changed our corporate headquarters to 4570 Campus Drive, Suite 1, Newport Beach, CA 92660.

Our company was incorporated in the state of Nevada on December 31, 2009 as GSP-1, Inc. We were formed as a vehicle to pursue a business combination. The Company selected December 31 as its fiscal year end.

In July 2011, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “GSP-1, Inc.” to “TRIG Acquisition 1, Inc.” In February 2013, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “TRIG Acquisition 1, Inc.” to “The Grilled Cheese Truck, Inc.” to reflect our acquisition of Grilled Cheese, Inc.

Our Industry

~~We believe that the United States retail~~Cannabis ~~market~~/ ~~for~~Marijuana ~~gourmet~~Industry food trucks is a large, growing and fragmented segment with increasing consumer demand. We believe our Company is an early mover in this segment. In January of 2015, our common stock commenced trading on the OTCQB Marketplace. We hope to take a leading role in this industry as a publicly traded gourmet food truck company and a national grilled cheese chain.Overview

WeMarijuana cultivation ~~believe~~refers ~~gourmet~~to ~~food~~the ~~trucks~~planting, ~~are~~tending, animproving ~~alternative to fast food~~ and ~~quick~~harvesting ~~service~~of ~~restaurants~~the ~~for~~flowering ~~consumers.~~plant ~~Once~~Cannabis, ~~commonplace~~primarily ~~only~~for ~~in big cities on~~ the ~~east~~ production and ~~west~~consumption ~~coasts~~ of ~~the United~~cannabis ~~States~~flowers, ~~food~~often ~~trucks~~referred ~~can~~to ~~now~~as ~~be found in both urban and rural areas throughout the United States~~“buds”. The ~~food~~cultivation ~~truck~~techniques ~~provides a means~~ for ~~the~~marijuana ~~on-the-go~~cultivation differ ~~person~~than tofor ~~grab~~other apurposes ~~quick~~such ~~bite~~as athemp aproduction ~~low cost~~ and isgenerally ~~increasingly~~references ~~becoming~~to ~~known~~marijuana ~~for~~cultivation ~~gourmet~~and ~~fare~~production asdo ~~the~~not ~~popularity~~include ~~of food trucks continues to rise~~hemp.

WeAs of ~~believe~~March 2017, there are a total of 28 states, plus the ~~industry~~District isof ~~growing~~Columbia, sowith ~~rapidly~~legislation passed as it relates to medicinal ~~because~~cannabis. ~~gourmet~~These ~~food~~state ~~trucks~~laws ~~satisfy~~are ~~the~~in ~~desires~~direct ofconflict with the ~~consumer~~United ~~beyond~~States ~~quality~~Federal Controlled Substances Act (21 U.S.C. § 811) (“CSA”), ~~value~~which ~~and~~places ~~speed~~controlled substances, including cannabis, in a schedule. ~~Media~~Cannabis ~~venues~~is ~~such~~classified as ~~The~~a ~~Food~~Schedule ~~Network~~I drug, ~~The~~which ~~Cooking~~is ~~Channel~~viewed ~~and~~as ~~numerous~~having ~~websites~~a ~~highlight~~high ~~the~~potential ~~food~~for ~~truck~~abuse, ~~industry~~has ~~and~~no ~~promote~~currently-accepted ~~the~~use ~~industry~~for ~~with~~medical ~~shows~~treatment ~~and~~in TVthe U.S., ~~series’~~and ~~dedicated~~lacks toacceptable ~~food~~safety ~~trucks~~for use under medical supervision.

Strategy

Our objective is to become the leader in the gourmet food truck industry. Each element of our strategy is designed to differentiate and reinforce our Company’s brand and engender a degree of loyalty among our customers. The cornerstones of this strategy include:

• Maintaining our menu: We are committed to using the best available ingredients in producing the best grilled cheese sandwiches, soups and side dishes. We strive to use fresh ingredients in the preparation of our sandwiches, as opposed to frozen or canned goods. Further, all of our ingredients are side-by-side taste-tested for quality prior to use.

• Customer Service: We rely on repeat business and view our customers’ interactions with employees as critical to our long-term success. Through our emphasis on training, personal development and equity incentives, we believe we can attract and retain well-qualified, motivated employees committed to providing superior levels of customer service.

• Marketing: We will continue to build on our social media and mainstream media presence (television, radio, print, etc.) to communicate with existing and future customers. We will reinforce a distinctive brand image built on the quality of our food and customer service experience.

• Truck Design: Our trucks are typically configured to accommodate a high volume of traffic. Our truck’s design is intended to be casual and comforting. Although a number of customers buy our food and return to their homes and/or offices to eat the purchased food, many of our customers enjoy eating at the truck. Although we do not personally provide organized tables and chairs for dining, we believe that approximately 25% of the locations we serve are set up for street side dining with organized tables and chairs for the customer’s comfort.

• Truck Locations: Our strategy is to schedule truck locations in selected high-traffic, high-visibility locations in order to realize operating and marketing efficiencies and enhance brand awareness.

• Hub-and-Spoke: In order to manage costs, ensure compliance with our quality standards and provide consistency to our customers, we control our food preparation from our centrally located kitchens. We believe this hub-and-spoke format provides significant competitive advantages.

• Expansion: Our expansion strategy is to increase our market share in existing markets and add trucks in new markets where we believe we can become a leading gourmet food truck operator. • Brick and Mortar: Our long-term plan includes the franchising of brick and mortar locations, which we believe will provide measureable business results with fixed locations centered on improving the customer experience.

• Employee Relations: We believe that the training and knowledge of our employees and the consistency and quality of the service they deliver are central to our success. We believe that an employee-oriented culture creates a sense of personal responsibility among all employees, resulting in a higher level of customer service. We intend to encourage and support our employees by offering competitive wages and developing relevant benefits.

~~Trucks~~These 28 states, and the District of Columbia, have adopted laws that exempt patients who use medicinal cannabis under a physician’s supervision from state criminal penalties. These are collectively referred to as the states that have decriminalized medicinal cannabis, although there is a subtle difference between decriminalization and legalization, and each state’s laws are different.

~~As of December 31, 2014, we generated revenue~~The ~~from~~states ~~retail~~that ~~sales~~have ~~through~~legalized upmedicinal tocannabis ~~ten Company-operated food trucks and two licensed trucks operated by third party licensees. All trucks operated by us~~ are ~~rented~~as orfollows ~~leased.~~(in Wealphabetical ~~receive 100% of the reported revenue and bear all associated costs from our Company-operated trucks. We collect 6% of gross revenue earned by our third party licensees from the licensed trucks.~~order):

Our trucks offer a complete menu of grilled cheese sandwiches ranging from our “Plain and Simple Melts” to our signature melt, “The Cheesy Mac and Rib” that contains proprietary recipes of macaroni and cheese and pulled BBQ pork. In addition, our trucks offer certain special melts including our “Fried Chicken and Waffle Melt” which are available on a limited basis. Our menu also offers dessert melts, homemade tomato soup, Tater Tots, specialty dipping sauces, our signature bread and butter pickles as well as an assortment of beverages. Our menu is subject to seasonal menu changes to ensure the use of high quality and fresh ingredients and we make custom menus available for our catering clients.

1. Alaska	11. Maine	21. New York
2. Arizona	12. Maryland	22. North Dakota
3. Arkansas	13. Massachusetts	23. Ohio
4. California	14. Michigan	24. Oregon
5. Colorado	15. Minnesota	25. Pennsylvania
6. Connecticut	16. Montana	26. Rhode Island
7. Delaware	17. Nevada	27. Vermont
8. Florida	18. New Hampshire	28. Washington
9. Hawaii	19. New Jersey
10. Illinois	20. New Mexico

WeMedical cannabis ~~believe~~decriminalization ~~that~~is wegenerally ~~offer~~referred ~~products~~to ~~that would~~as bethe ~~found~~removal inof ~~the~~all ~~gourmet~~criminal ~~food~~penalties ~~industry~~for ~~while~~the ~~maintaining~~private ~~menu~~possession ~~prices~~and ~~that~~use of ~~are~~cannabis ~~average~~by ~~within~~adults, ~~the~~including ~~industry.~~cultivation Wefor ~~believe~~personal ~~that it~~use isand ~~this~~casual, ~~combination~~nonprofit transfers of asmall ~~desirable~~amounts. ~~product,~~Legalization ~~exceptional~~is generally ~~customer~~referred ~~service~~to ~~and~~as ~~competitive~~the ~~prices~~development ~~that~~of ~~will~~a ~~allow~~legally uscontrolled tomarket ~~maintain repeat~~for ~~business~~cannabis, where consumers purchase from ~~our~~a ~~customers~~safe, legal, and regulated source.

~~Truck~~The dichotomy ~~Design:~~between federal and state laws has also limited the access to banking and other financial services by marijuana businesses. Recently the U.S. Department of Justice and the U.S. Department of Treasury issued guidance for banks considering conducting business with marijuana dispensaries in states where those businesses are legal, pursuant to which banks must now file a Marijuana Limited Suspicious Activity Report that states the marijuana business is following the government’s guidelines with regard to revenue that is generated exclusively from legal sales. However, since the same guidance noted that banks could still face prosecution if they provide financial services to marijuana businesses, it has led to the widespread refusal of the banking industry to offer banking services to marijuana businesses operating within state and local laws.

WeIn November ~~design~~2016, ~~each~~California ~~of our trucks in-house~~ and ~~use~~ ~~quality~~Nevada ~~truck~~voters ~~wraps~~both toapproved ~~reinforce~~marijuana ~~our~~use ~~brand~~for ~~image.~~adults ~~Our~~over ~~trucks~~the ~~are~~age ~~typically~~of ~~configured~~21 towithout ~~accommodate~~ a ~~high volume of traffic.~~doctor’s ~~The~~prescription ~~trucks~~or ~~are~~recommendation, ~~typically~~so ~~176~~called ~~square~~recreational ~~feet~~marijuana, and ~~can~~permitted ~~park~~the incultivation aand ~~parking~~sale ~~area~~of ~~that~~marijuana, isin 25each case ~~feet~~subject ~~long~~to bycertain ~~15 feet deep~~limitations. ~~Although~~We aintend ~~number of~~to ~~customers~~seek ~~buy~~to ~~our~~obtain ~~food~~the ~~and~~necessary ~~return~~permits ~~to their homes~~ and~~/or~~ ~~offices~~licenses to ~~eat~~expand ~~the purchased food, many of~~ our ~~customers~~existing ~~enjoy eating~~business atto ~~the~~cultivate ~~truck. Although~~and wedistribute domarijuana ~~not~~in ~~personally~~compliance ~~provide~~with ~~organized~~these ~~tables~~laws, ~~and~~although ~~chairs~~there ~~for~~is ~~dining,~~no weguarantee ~~believe~~ that ~~approximately 25% of the locations~~ we ~~serve~~will ~~are~~be ~~set~~successful in updoing ~~for~~so. ~~street~~Despite ~~side~~the ~~dining~~changes ~~with~~in ~~organized~~state ~~tables~~laws, ~~and~~marijuana ~~chairs~~remains ~~for~~illegal ~~the~~under ~~customer’s~~federal ~~comfort~~law.

~~Site~~In November ~~Selection~~2016, California voters approved Proposition 64, which is also known as the Adult Use of Marijuana Act (“the AUMA”), in a ballot initiative. Among other things, the AUMA makes it legal for adults over the age of 21 to use marijuana and ~~Truck~~to ~~Locations~~possess up to 28.5 grams of marijuana flowers and 8 grams of marijuana concentrates. Individuals are also permitted to grow up to six marijuana plants for personal use. In addition, the AUMA establishes a licensing system for businesses to, among other things, cultivate, process and distribute marijuana products under certain conditions. Many of the provisions of the AUMA do not become effective until January 1, 2018 and the California Bureau of Marijuana Control is expected to enact regulations to implement the AUMA by that date.

WeNevada voters ~~operate~~approved ~~our~~Question ~~trucks~~2 in ~~high-traffic, high-visibility~~a ~~locations~~ballot initiative in ~~each~~November of2016. ~~our~~Among ~~target~~other ~~markets~~things, inQuestion ~~order~~2 makes it legal for adults over the age of 21 to ~~realize~~use ~~operating~~marijuana and ~~marketing~~to ~~efficiencies~~possess up to one ounce of marijuana flowers and ~~enhance~~one- ~~brand awareness.~~eighth Inof ~~addition~~an toounce ~~pedestrian~~of ~~traffic,~~marijuana ~~when~~concentrates. Individuals ~~determining~~are ~~site~~also ~~location~~permitted weto ~~consider~~grow ~~the~~up ~~following~~to ~~factors:~~six ~~(i)~~marijuana ~~direct~~plants ~~requests~~ for ~~lunch~~personal ~~and~~use. ~~dinner~~In ~~stops~~addition, ~~from~~Question ~~local~~2 authorizes businesses to cultivate, ~~(ii)~~process ~~direct~~and ~~requests~~distribute ~~for~~marijuana ~~private~~products ~~caterings~~under ~~and~~certain ~~(iii)~~conditions. ~~direct~~The ~~requests~~Nevada ~~for~~Department ~~special~~of Taxation has indicated ~~food~~that ~~and~~it ~~gourmet~~will ~~food~~enact ~~truck~~regulations ~~events~~to implement Question 2 by the summer of 2017.

Our mobility enables us to operate in highly populated areas, including at or near office buildings, in downtown and suburban centers and at or near local businesses that have heavy pedestrian street traffic. It further enables us to adapt in the event that there is a large festival, gathering or public event in our target markets (such as an auto race, professional or college sporting event, event at a school or church or a movie premier) that could enable us to increase our sales.

We also operate our trucks at private locations in connection with caterings for events such as birthdays, graduations, weddings, bar and bat mitzvahs, cast and crew caterings and other special events.

Truck Economics

The current anticipated average cost to obtain a Grilled Cheese Truck franchise is estimated to be under $25,000. However, the $25,000 does not include deposits to lease or rent a truck, an exterior wrap for the truck, a point of sale system, equipment, permits, uniforms and new staff training, which is estimated to be $35,000 (such estimates will differ depending on location). In addition, each franchisee will be responsible for a royalty fee payable to us, however, we have not established such royalty fee yet. There is no guarantee that the royalty structure we ultimately establish will enable us or our franchisees to operate profitability under this model.

Our expansion strategy is to add trucks in new markets and open brick and mortar retail locations in new and existing markets. We intend to expand and generate revenue from additional company trucks, company stores, third-party license agreements at airports, stadiums, malls and other locations as well as franchise revenues, to consist primarily of royalties based on a percentage of sales reported by franchise revenue and franchise fees paid by franchisees as well as the development of Company operated and the acquisition of grilled cheese stores. However, we cannot provide any assurance or guarantee that we will be able to implement our expansion of food trucks and stores or collect any royalties based on a percentage of sales reported by licensees or franchisees.

We intend to begin operating trucks in new markets where we believe we can become a leading gourmet food truck in the area. Our intent is to develop our veteran training, management and ownership program, with the goal of having qualified veterans owning and operating Grilled Cheese Trucks. There is no guarantee that we will be able to increase the number of trucks that we operate. There are several obstacles that the Company will need to overcome in order to implement our expansion strategy including: (i) obtaining adequate financing, (ii) receiving legal approval for franchising in each respective state in which we seek to expand, (iii) building customer demand in new markets and (iv) streamlining our management and operations. We have not yet begun any legal franchising efforts.

~~Truck~~In an ~~Operations~~effort to provide guidance to federal law enforcement, the Department of Justice (the “DOJ”) has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and ~~Management~~in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the DOJ is committed to the enforcement of the Controlled Substances Act (the “CSA”), but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way.

~~Our objective is to maintain quality and~~The ~~consistency~~August in29, ~~our~~2013 ~~trucks~~memorandum ~~through~~provides ~~the~~updated ~~careful~~guidance ~~training~~to ~~and~~federal ~~supervision~~prosecutors ofconcerning ~~personnel~~marijuana ~~and~~enforcement ~~the~~in ~~establishment~~light of ~~standards relating~~state tolaws ~~gourmet~~legalizing ~~grilled~~medical ~~cheese~~and ~~preparation,~~recreational ~~maintenance~~marijuana ofpossession ~~facilities~~in ~~and~~small ~~conduct of personnel~~amounts. WeThe ~~maintain~~memorandum ~~financial~~sets ~~and~~forth ~~accounting~~certain enforcement ~~controls~~priorities ~~for~~that ~~each~~are ofimportant ~~our~~to ~~trucks through~~ the ~~use~~federal ~~of central accounting and management information systems. Cash is controlled through daily deposits of sales proceeds in local bank accounts.~~government:

~~The~~● ~~typical~~Distribution ~~staff~~of ~~for~~marijuana ~~one~~to children; ● Revenue from the sale of ~~our~~marijuana ~~foods trucks~~going ~~consists~~to criminals; ● Diversion of ~~one~~medical ~~manager~~marijuana ~~and~~from ~~three~~states ~~hourly~~where ~~employees.~~it ~~Each~~is ~~employee~~legal ~~receives~~to anstates ~~initial~~where 40it ~~hours~~is not; ● Using state authorized marijuana activity as a pretext of ~~training.~~other Weillegal ~~seek~~drug toactivity; ~~instill enthusiasm~~● ~~and~~Preventing ~~dedication~~violence in ~~our~~the ~~employees~~cultivation and ~~regularly~~distribution ~~solicit~~of ~~employee~~marijuana; ~~suggestions~~● ~~concerning~~Preventing ~~truck~~drugged ~~operations.~~driving; ~~Our~~● ~~management attempts~~Growing tomarijuana beon ~~responsive~~federal toproperty; ~~employee~~and ~~concerns~~● byPreventing ~~conducting~~possession ~~face~~or touse ~~face~~of ~~meetings~~marijuana ~~with~~on ~~personnel~~federal ~~in each market~~property.

AThe DOJ ~~typical~~has ~~truck~~not ~~will~~historically ~~perform~~devoted 10resources ~~prescheduled stops~~to ~~per~~prosecuting ~~week.~~individuals ~~Typical~~whose ~~weekday~~conduct ~~lunch~~is ~~hours~~limited to possession of ~~operation~~small ~~are~~amounts of ~~11:30~~marijuana ~~a.m.~~for touse ~~2:00~~on ~~p.m.~~private ~~and~~property ~~typical~~but ~~weekday~~has ~~dinner~~relied ~~hours~~on ~~are~~state ~~6:00 p.m.~~and local law enforcement to ~~8:30~~address pmarijuana activity.m. ~~Hours~~In ofthe event ~~operation~~the onDOJ ~~weekends~~reverses ~~vary~~its ~~depending~~stated ~~upon~~policy ~~the~~and ~~types~~begins strict enforcement of ~~scheduled~~the ~~stops.~~CSA Ain ~~typical~~states ~~weekend~~that ~~dinner~~have ~~shift~~laws legalizing medical ~~can~~marijuana ~~serve~~and ~~customers~~recreational asmarijuana ~~late~~in assmall ~~12:00~~amounts, there may be a direct and adverse impact to our business and our revenue and profits.m.

We currently ~~implemented~~operate amedical ~~new~~marijuana ~~POS~~businesses ~~system~~in ~~during fiscal~~Oregon. ~~year~~Although ~~2013~~the topossession, ~~include~~cultivation ~~the~~and ~~implementation~~distribution of ~~more~~marijuana ~~efficient~~for medical ~~systems~~use ~~and~~is ~~equipment.~~permitted ~~Management~~in ~~recognizes~~Oregon, ~~the~~provided ~~importance~~compliance ~~of efficient~~with ~~cash~~applicable state and ~~accounting~~local ~~management~~laws, ~~systems~~rules, and ~~implementing~~regulations, ~~advanced~~marijuana is ~~point-of-sales~~illegal ~~(POS)~~under ~~platform~~federal ~~that~~law. ~~will~~We ~~work~~believe ~~for~~we ~~both the~~operate ~~Company~~our ~~and~~business ~~franchised~~in ~~outlets~~compliance with applicable Oregon law and regulations. InAny changes ~~addition~~in federal, state or local law enforcement regarding marijuana may affect our ability to ~~quicker~~operate ~~customer~~our ~~order~~business. ~~process,~~Strict enforcement ~~this~~of ~~system~~federal ~~will~~law ~~also~~regarding ~~streamline~~marijuana would likely result in the ~~financial reporting,~~inability ~~cost~~to ofproceed ~~goods~~with our business plans, ~~performance~~could expose ~~metrics~~us to potential criminal liability and ~~finance~~could ~~processes.~~subject Itour ~~will~~properties ~~also~~to ~~track~~civil ~~franchised~~forfeiture. ~~operations~~Any ~~and~~changes ~~remotely~~in ~~calculate~~banking, insurance ~~and~~or ~~collect~~other ~~royalties,~~business ~~all~~services inmay ~~real~~also ~~time~~affect ~~and~~our onability ato ~~daily~~operate ~~basis~~our business.

~~During 2014, we continued our efforts to~~INTERNATIONAL manage two kitchens, with one in Los Angeles, California and one in Phoenix, Arizona, and to create the infrastructure to support rapid expansion and growth within these markets. Additionally, we focused on the development, testing and implementation of a training program for US veterans.OPPORTUNITY

~~Hub-~~In recent years, the actions of governments around the world have signaled a significant change in attitudes towards cannabis. Governments in Australia, Brazil, Canada, Germany, Chile, Jamaica, Israel, Mexico, South Africa, and others have taken steps to foster research into cannabis-~~Spoke~~based medical treatments and/or towards increasing legal access to medical cannabis.

We utilize a hub-and-spoke business model. The hub contains our kitchen and social media booking departments, as well as our operational supervision for each market. Each hub services and supports trucks within a 90 minute drive time radius from it. A typical hub can support 10 high-volume trucks. In order to ensure the quality and consistency of our menu items, we supervise and oversee the adherence to recipes, preparation and cooking procedures from our kitchens in the hubs.

A regional food hub is a business or organization that actively manages the aggregation, distribution and marketing of source-identified food products primarily from local and regional producers to strengthen their ability to satisfy client demand. It is designed to increase transportation efficiencies, control quality and in-transit visibility and reduce truck travel and down-time.

The hub-and-spoke operating format has been deployed successfully for decades in transport, airlines, rail and public transit industries in the United States, whereby the hub-and-spoke model is a distribution system of connections arranged around a center location, in which distribution moves along areas connected to the hub at the center. We believe the hub-and-spoke format is the most efficient operating model for multi-unit gourmet food truck operators.

Our ability to grow new territories and to increase the scale of our operations is driven by the increased economics of the hub-and-spoke system. We believe that the hub-and-spoke format can service more Company-operated and/or franchised trucks with a centralized (hub) location that manages the procurement and preparation of our products and quality control for each truck. We are currently utilizing the hub-and-spoke system in Los Angeles where we have the ability to service up to ten trucks from a single (hub) location in Gardena, California.

We have been focusing on our strategy regarding the implementation of our franchise model. Although we believe that the hub-and-spoke format can be scaled to facilitate our potential franchisees, given the preliminary stage of our Company we have not yet developed a full scale hub-and-spoke economic model applicable to our potential franchisees. As the franchise model is implemented, we will further explore and develop a hub-and-spoke model that is scalable to accommodate our potential franchisees.

Prospective franchisees will be responsible for all the costs associated with development of their franchises, including costs associated with implementing the hub-and-spoke model.

License Agreements

As part of our ordinary course of business, and in conjunction with expanding our overall business plan, we have, and will continue to, enter into license agreements with individuals or entities regarding our intellectual property. Specifically, we have, and will continue to grant, certain exclusive licensing rights regarding our intellectual property, including but not limited to trademarks, copyrights, know-how, trade secrets, software, patents, certain goods and services pertaining to our business, to entities in designated areas, whereby such individuals or entities will be entitled to the use of our intellectual property in connection with their use and sale of our products and our brand name. In exchange for such licenses, we receive a specifically negotiated cash payments, royalty payments and/or equity interests in the licensees.

~~Veteran~~On January ~~Ownership~~19, ~~Opportunity~~2017, the German parliament passed legislation that legalized medical cannabis and included provisions for medical cannabis treatment expenses to be covered by health insurance. In early April 2017, the German government issued a Request for Proposal seeking submissions from parties interested in obtaining one of up to 10 licenses to produce medical marijuana in Germany.

~~A major component of our business strategy~~Canada ishas todeveloped ~~market~~a ~~our~~regulatory ~~franchises to United States veterans for our first prospective 100 mobile truck franchise operations. Despite their significant skill sets~~model, ~~many~~companies ~~returning~~acting ~~veterans~~within ~~experience difficulty finding work upon returning to civilian life. Since September 11, 2001, it is estimated~~ that ~~approximately~~framework ~~2.7 million United States veterans~~ have ~~served in the military with~~ an ~~approximate unemployment~~opportunity ~~rate of 9.2 percent, compared with 7.6 percent of non-veterans, according~~ to ~~the~~grow ~~Bureau~~market ofshare ~~Labor Statistics. We believe that given these circumstances United States veterans would be interested~~ in ~~starting~~the ~~or buying a new business or considering doing~~global socommunity. ~~General~~Australia ~~Wesley~~began ~~Clark, our Director and Senior Veterans Advisors, will supervise~~ the ~~development~~rollout ~~and implementation~~ of ~~recruitment and~~a ~~“vetting”~~regulatory ~~for~~framework ~~prospective~~in ~~veteran franchisees~~2016.

~~As of the date of this Annual Report, only~~The ~~preliminary~~opening ~~steps have been taken to implement our veteran program (including development~~ of alegal ~~recruitment~~cannabis ~~and~~markets ~~training~~around ~~program). Since our focus over~~ the ~~past~~world ~~year~~presents ~~has~~an ~~been~~opportunity ~~primarily on expanding our business plan in preparation~~ for ~~implementing~~us. ~~our~~Medical ~~licensing and~~cannabis ~~franchise~~opportunities ~~model,~~are ~~we have not yet established any estimated budgets or milestones regarding the implementation of our veteran~~becoming ~~program.~~increasingly ~~Once~~available ~~the~~as ~~franchise~~new ~~model~~jurisdictions ismove intowards ~~place, we intend to focus on~~ establishing anew ~~strategy~~or ~~which~~improved ~~focuses~~medical oncannabis veterans receiving the first franchises, including the scope and the timeframe for implementation of the training, management and ownership of the franchises and methods we anticipate utilizing to assist prospective veteran franchisees to secure financing to acquire a franchisesystems.

~~Marketing~~We remain ~~Strengths~~committed to only conducting business, related to growing cannabis, in jurisdictions where it is legal to do so. We believe that operating and investing in markets without federal legal frameworks, puts the company at risk of prosecution, puts at risk its ability to operate freely, and potentially could jeopardize its listing on major exchanges and in turn its access to capital from reputable investment funds.

~~We have enjoyed success using social media~~Strategy as- our primary marketing effort. With a base of over 150,000 followers on varying sources of social media including Twitter, Facebook or Instagram, our followers are able track our site locations. We have become increasingly adept with our social media marketing, running campaigns to support new offerings or events. We believe that we are an influential ‘Tweeter’ in Los Angeles and are currently one of the most followed food trucks on Facebook and on Twitter. In fact, we were listed as the 3rd most influential ‘Tweeter’ in Los Angeles by WeFollow.com in 2011 and 3rd most influential food truck in 2011 by Klout.com. Cannabis

~~With the help of social media, fans of~~We ~~the~~are ~~Grilled~~committed ~~Cheese Truck can find out where the truck will be at any moment and get up-~~to~~-the-minute~~ ~~updates~~conducting onbusiness ~~specials, new menu items~~ and ~~location~~make ~~changes.~~accretive Weacquisitions ~~believe~~relating ~~these social media initiatives have been a major contributing factor~~ to ~~our~~growing ~~success. In particular, we have successfully made our Twitter, Facebook~~ and ~~Instagram~~distributing ~~following into a direct sales tool~~cannabis, ~~creating~~in ~~a business~~jurisdictions ~~proposition~~where ~~for~~it ~~prospective~~is ~~franchise~~legal ~~owners and licensees, as we believe the networks drive sales and direct customers~~ to ~~the truck’s~~do ~~locations~~so ~~without~~both ~~the~~domestically ~~need for more traditional (~~and ~~expensive) local advertising campaigns.~~abroad

In addition to the success of our social media activities, we have gained national media attention following appearances and/or coverage from The Chew, The Rachel Ray Show, The Price is Right, ABC Channel 7 (top food truck in Los Angeles), NBC News, Fox News.com, USA Today, Los Angeles Times (best food truck in Los Angeles and Southern California), The Cooking Channel, Food ~~& Wine (best grilled cheese in the U.S.), The Travel Channel, Klout.com (top 10 most influential food trucks - 2011),~~ ~~BBC Travel, MSN.com (the best food on wheels), and Zagat Guide. Additionally, many of the segments featuring the Grilled Cheese~~ Truck ~~continue~~Business to[Discontinued bein ~~re-aired~~May ~~regularly on the Food Network, the Cooking Channel, the Travel Channel and others. We have also had a presence at the SXSW conference as a speaker on a panel discussion about food truck expansion.~~2016]

~~Products~~We discontinued our Food Truck Business in May 2016. We thought that the retail market for gourmet food trucks was a fast growing and fragmented industry with the potential for growth; however we found operating profitably in this space to be difficult and chose to exit this business.

WeIn September ~~serve~~2016 ~~innovative~~we ~~gourmet~~sold ~~grilled~~our ~~cheese melts~~Trademarks ~~that~~and ~~are~~Intellectual ~~made~~Property ~~from~~relating ~~seasonal~~to ~~ingredients.~~our Wefood ~~believe~~truck ~~that~~business ~~gourmet~~to ~~grilled~~a ~~cheese~~former iscompany ~~the “new pizza.” This~~officer ~~iconic~~in ~~sandwich~~exchange ~~has~~for ~~been~~3 amillion ~~beloved~~shares ~~part~~ of the ~~American food culture since the early 1920~~company’s~~. Many~~ ~~Americans~~stock ~~have~~he ~~grown up~~owned and ~~continue~~we toreimbursed ~~consume~~him ~~grilled cheese sandwiches as they are often considered a comfort food. Our founder~~$100,000 ~~David~~in ~~Danhi,~~cash ~~is an~~for ~~award~~back ~~winning~~pay ~~chef~~ and ~~we are committed to upholding his food standards~~ expenses.

~~Our grilled cheese sandwiches have received~~License ~~numerous~~Agreements ~~accolades~~[Transferred ~~and~~as ~~social~~part ~~media notoriety. These awards have been given by various entities that asked their followers to vote for their favorite food truck. Below are several~~ of ~~the~~sale ~~articles~~in toSeptember ~~show the results of these awards :~~2016]

•As part ~~thedailymeal.com as one~~ of ~~Los~~our ~~Angeles~~business, 15and ~~Best~~in ~~Foot~~conjunction ~~Trucks~~with ofexpanding ~~2013~~our onoverall ~~July~~business 15plan, ~~2013~~we ~~(http://www.thedailymeal.com/los-angeles-s-15-best-food-trucks-2013);~~entered •into ~~the~~license ~~latimes.com~~agreements ~~reader’s~~with ~~choice~~individuals or asentities ~~best~~regarding ~~food~~our ~~truck~~intellectual ~~(http://www~~property.~~latimes.com/custompublishing/readerschoice/restaurants/la-ss-readerschoice-grilledcheese-072429011~~ Specifically,~~0,701450.story#axzz2lImZ93yB);~~ •we ~~the~~granted ~~Los~~certain ~~Angeles~~exclusive ~~Hot~~licensing ~~List~~rights asregarding ~~number~~our 1intellectual property, ~~food~~including ~~truck~~but onnot LAlimited ~~Hot~~to ~~List~~trademarks, ~~2011~~copyrights, ~~( http://la.cityvoter.com/best/food~~know-~~truck/food/los-angeles/2011~~how, );trade •secrets, ~~the~~software, ~~2013~~patents, ~~number~~certain 1goods ~~people’s~~and ~~choice~~services pertaining ~~award~~to atour ~~the~~business, ~~Grilled~~to ~~Cheese~~entities ~~Invitational~~ in ~~April~~designated ~~2013~~areas, ~~(http://grilledcheeseinvitational.com/?p=14250)~~whereby ;such •individuals ~~relish.com~~or asentities ~~one~~will ofbe ~~America’s~~entitled ~~top~~to 10the ~~grilled~~use of ~~cheese~~our ~~sandwiches~~intellectual onproperty ~~April~~in 9,connection ~~2013~~with ~~(http://relish.com/slideshows/americas-10-best-grilled-cheese-sandwiches-2/~~their );use and •sale ~~thedailymeal.com~~of asour ~~one~~products ofand ~~the~~our ~~Sandwiches~~brand ofname. ~~the~~In ~~Week:~~exchange ~~America’s~~for ~~Top~~such 20licenses, we ~~New~~receive ~~Sandwiches~~a onspecifically ~~March~~negotiated 21cash payments, ~~2011~~royalty (payments ~~Thedailymeal.com\~~and/or atequity ~~http://www.thedailymeal.com/america-s-top-20-new-sandwiches?utm_source=Outbrain~~interests )in the licensees.

Intellectual Property [Transferred as part of sale in September 2016]

Our intellectual property consists of our copyrighted website content and social media pages on Facebook and Twitter. We have and will continue to file applications with the United States Patent and Trademark Office (the “USPTO”) to protect our intellectual property. As of the date of this report, we have obtained federal registration for certain trademarks and logos, including but not limited to “GCT”, “CHEESY MAC AND RIB MELT”, “PEPPERBELLY MELT”, “PLAIN AND SIMPLE MELT”, “S’MORE MELT”, “THE CHEESE MAC MELT”, “THE FULLY LOADED”, “YOU CANT SAY GRILLED CHEESE WITHOUT SMILING” and the “Reclining Girl Eating Sandwich Design” logo. We have additional trademark and logo applications pending with the USPTO and will continue to file additional applications to protect our intellectual property in the future.

Suppliers

We are committed to producing a delicious, quality, and consistent gourmet grilled cheese sandwich for each of our customers. In order to achieve this goal, we carefully select our suppliers, control the quality of the food that we order and use and oversee food preparations.

We purchase our ingredients primarily through US Foods, Inc. (“US Foods”) pursuant to one year contracts. Though we purchase our ingredients primarily from only one reputable supplier, we have long standing relationships with some of the most reputable food purveyors in the nation due to Mr. Danhi’s 30 years of experience as a professional chef and restaurant executive. Because of these relationships, we believe that we are not dependent upon US Foods in order to continue our business. For the years ended December 31, 2014 and 2013, respectively, US Foods supplied us with approximately $618,000 of our supplies used for production and accounted for approximately 32% of total cost of our sales for the year ended 2014 in contrast with approximately $244,000 of our supplies used for production and approximately 19% of total cost of sales in the year ended 2013. Our one year contracts with US Foods requires that we provide payment of the purchase price of goods or services acquired from US Foods in accordance with the terms set forth on each invoice. Although we only utilized one primary supplier of goods during 2014 and 2013, management believes that the Company is not solely dependent on US Foods for its food supplies, as management believes that there are ample other suppliers that the Company could engage is a short period of time to supply the required goods on substantially similar terms as US Food.

Gourmet Food Truck Recipes from Renowned Chef

Our food truck offerings are the result of the creative energies of our Chief Creative Officer and director, Mr. Danhi, who is the founder and culinary force behind the Grilled Cheese Truck. Mr. Danhi has been engaged in the restaurant and food business for 30 years, with his melts appearing on numerous lists describing the best grilled cheese creations in the industry. Mr. Danhi was the Executive Chef at the Michelin star Water Grill restaurant in Los Angeles from 1996 to 1998. From 1990 to 1992, Mr. Danhi was Executive Chef at the Roxbury Supper club in Hollywood, California. Mr. Danhi has received numerous accolades including the Robert Mondovi Award of Culinary Excellence (naming him one of the country's top rising star chefs in 1994), best restaurant of the year in 1993 by numerous magazines including Bon Appétit, Esquire and Travel and Leisure, and best crab cakes in Los Angeles two years in a row.

Competition

The mobile food truck and restaurant industry is intensely competitive and we expect to compete in the United States with many well-established food service companies on the basis of product choice, quality, affordability, service and location. Our competitors include a variety of independent local operators, in addition to well-capitalized regional, national and international restaurant chains and franchises. We compete for consumer dining dollars with national, regional and local (i) quick service restaurants that offer alternative menus, (ii) casual and “fast casual” restaurant chains, and (iii) convenience stores and grocery stores. Furthermore, the mobile food truck and restaurant industry has few barriers to entry, and therefore new competitors may emerge at any time.

The gourmet food truck industry is in its initial stages of demand and we are not aware of other hub-and-spoke multi-unit operators in the food truck industry. We believe we can actively compete in the gourmet food truck industry because of our positive customer feedback, our large social media following, media attention and growth.

Our locations vary depending on the city we are in or the time of day. There are times our trucks are the only food venue at the location and times where we compete with two to four other food trucks depending on the location. Further, there are times we participate in “food truck lots” or events that will host multiple food trucks with numbers of participants ranging from two trucks to 70 trucks. The cuisine offerings from other trucks at these events, and in general, vary tremendously, including but not limited to hamburgers, hot dogs, Asian food, Latin American food, European food and desserts.

As stated above, we experience competition from a number of different sources. We consider our primary competition to be other local food trucks that compete for customers at our “planned” stops. Some of our primary competitors in the Los Angeles area are Kogi (Korean/Mexican fusion), Cool Haus (gourmet ice cream sandwiches) and Cousin’s Main Lobster (lobster rolls, etc.). Some of our primary competitors in the Phoenix, Arizona area are Short Leash (hot dogs), Luncha Libre (quesadillas) and Burgers Amore (hamburgers). Further, we consider other quick service restaurants and “fast and casual” restaurant chains, such as McDonald’s and Burger King, to be our direct competitors. No one competitor has a significant presence in our market.

Customers

We have acquired over 150,000 total followers using various social media channels including Facebook, Instagram and Twitter. This has translated to a fan-base of loyal followers and has resulted in long lines of customers at our trucks. This has also translated into increased requests for catering events for private parties (weddings, birthdays, bar mitzvahs) as well as numerous entertainment industry and promotional events, such as movie premieres, cast and crew feeds, new model releases for the automotive industry and the like. Our customer base is consistently growing due to our social medial presence, our constant street presence and continued accolades and food industry awards.

Charitable Foundation and Not-For-Profit Initiatives

On In September 6, 2013, our Board of Directors approved the creation of a new charitable foundation. This foundation is intended to provide financial assistance to the surviving spouses and children of United States military personnel who have died in combat and to United States military personnel suffering from physical and mental disabilities. We initially intend to donate up to 1,000,000 shares of our common stock to the foundation, with such shares to be donated from time to time as the Board of Directors determines is prudent. ~~The Board of Directors delegated to General Clark the responsibility for supervising and administering shares under the foundation.~~

On In November ~~17,~~ 2014, the Company issued 1,000,000 restricted shares of its Common Stock to certain nonprofits that support people in need with a focus on veterans.

The issuance of the restricted shares to the charitable foundations is subject to the following resale ~~restriction~~restrictions: each of the charitable foundations receiving restricted shares from the Company may only sell up to 1/12th of such shares in any given month following the eligibility for resale of such shares either pursuant to 1) a registration statement filed by the Company to register such shares or 2) Rule 144 of the Securities Act.

~~On March 30, 2015, we entered into a Cooperation~~Brick ~~Agreement~~and ~~(the~~Mortar ~~“Cooperation Agreement”) with Orange County Rescue Mission, a non~~-~~profit,~~ ~~faith-based~~Ruby’s ~~organization~~Pennsylvania ~~that provides~~proposed services to the homeless (“OCRM”). Under the Cooperation Agreement, we have agreed to partner with OCRM to carry out certain commissary and mobile food truck operations, with each of the Company and OCRM agreeing to provide each other certain staffing, marketing and administrative services for the purposes of expanding our commercial presence and community outreach. The Cooperation Agreement provides for mutual licensing rights for certain intellectual property of each of the parties, and a quarterly obligation on the part the Company to distribute to OCRM fifty percent (50%) of the net proceeds generated from all operations under the Cooperation Agreement. The Cooperation Agreement, and our working relationship with OCRM, is intended to both generate revenue and to help create additional jobs by facilitating the training of homeless individuals, students and veterans (with a particular focus on veterans) to transition into the mainstream workforce.transactions

~~Intellectual~~We entered ~~Property~~into a series of agreements in January 2015, with franchisees of Ruby’s Franchise Systems, Inc. to acquire all, or substantially all, of the assets of each of DJ Brinton Lake, LLC, DJR King of Prussia, Inc. and DJR Suburban Square, Inc. (which we collectively refer to as the Ruby’s Franchisees). Accordingly each of the Ruby’s Franchisees agreed not to negotiate with, or agree to sell or otherwise dispose of, directly or indirectly, any of their respective assets to any other third party, until March 31, 2015 and the extended expiration date of October 31, 2015.

~~Our intellectual property consists of our copyrighted website content and social media pages on Facebook and Twitter.~~ We ~~have and will continue to file applications with~~ ~~the~~did United States Patent and Trademark Office (the “USPTO”) to protect our intellectual property. As of the date of this report, we have obtained federal registration for certain trademarks and logos, including but not limited to “GCT”, “CHEESY MAC AND RIB MELT”, “PEPPERBELLY MELT”, “PLAIN AND SIMPLE MELT”, “S’MORE MELT”, “THE CHEESE MAC MELT”, “THE FULLY LOADED”, “YOU CANT SAY GRILLED CHEESE WITHOUT SMILING” and ~~the “Reclining Girl Eating Sandwich Design” logo. We have additional trademark and logo applications pending with the USPTO and~~ will ~~continue~~not tocomplete ~~file~~these ~~additional~~transactions ~~applications~~as topart ~~protect~~of discontinuing our ~~intellectual~~food ~~property in the future~~business.

The Franchise Business Model

We intend to commence preliminary operations as a franchisor (in addition to our operation as a purveyor of food) pursuant to a food truck business model. Our franchise operations are still in development. We began test marketing in Phoenix, Arizona throughout 2014. As a franchisor, we expect to generate revenues through franchising fees, the sale of food and supplies to franchisees and continuous royalty payments by franchisees. We are currently researching initial franchise markets in the states of Texas, Arizona, Illinois, Nevada, North Dakota, South Dakota and Florida. Company guidelines will be placed on the geographic locations that franchise trucks will be permitted to operate in. Additionally, our franchises will be required to comply with quality and customer service standards that we will develop internally.

Franchise Costs

Four Wheel - Mobile Grilled Cheese Truck

We intend to primarily offer the first franchises to United States veterans. Franchisees will be required to pay an initial franchise fee and be required to rent or lease a pre-specified and fully equipped mobile food truck. Additionally, franchisees will pay a royalty to us based on revenue earned. Additional costs not included in the initial franchise fee include: truck costs, owner/operator training costs and related travel expense; initial inventory; grand opening expense; local business licenses and permits; home office business equipment and expenses; contributions to our advertising fund; and working capital reserves.

Besides the initial costs, there will also be franchise costs and ongoing expenses. We expect those costs will include:

• royalty payment based on a percentage of gross sales; • cooperative ad fee based on a percentage of gross sales; and • local advertising based on a percentage of gross sales.

Each franchisee will also be required to purchase certain ingredients and supplies from us at a profit to us. To reduce this cost to our franchisees, we will strategically place our commissaries to minimize transportation costs associated with these ingredients and supplies. We do not believe that the markup on sales of food and supplies will cause the food truck prices to become overpriced.

Brick and Mortar - Fixed location Grilled Cheese Truck Restaurants

In addition to the initial roll-out of 100 mobile truck franchises, our long-term plan includes the franchising of brick and mortar, or fixed, locations. We are currently performing research and development for potential locations and anticipate opening our first fixed location in 2015.

The Grilled Cheese truck has developed innovative retail branding and design that we believe will provide measureable business results with brick and mortar locations centered on improving the customer experience. Our creative and strategically-driven brick and mortar design solutions offering a variety of floor plans that currently exist in the following three layouts:

Layout one is for a self-sufficient Brick and Mortar retail location of approximately 2,000 square feet. This includes a well-designed kitchen which will support efficient, safe and profitable food preparation and consists of approximately 60 seats and slightly larger back kitchen and preparation area with adequate space for all of the necessary equipment, plus ample room for employees to work that can be utilized for both retail operations and to support truck operations. This layout can replace the need for a separate kitchen to fortify food storage and preparation for our mobile food truck solutions. This design allows us to coordinate all operational and marketing requirements to seamlessly integrate them into the design, construction and operations.

Layout two is for a self-sufficient Brick and Mortar retail location of approximately 1,300 square feet. This includes a well-designed kitchen which will support efficient, safe and profitable food preparation and consists of approximately 60 seats. This layout would allow us to go into a smaller retail foot print and keep the lease and overhead costs down. A separate kitchen location would be utilized to fortify food storage and preparation for our mobile food truck solutions.

Layout three is for retail locations of approximately 900 square feet, ideally designed for locations such as a mall food court, kiosk or other such locations that can utilize shared kitchen and storage facilities. This includes a well-designed layout which will support efficient, safe and profitable food preparation and position us to become a leading integrated food court provider delivering consistent quality products & excellent customer-focused service.

We anticipate that our Company-owned restaurant will serve as a springboard to franchise other fixed locations and to provide training for future operators of franchised fixed locations. Franchisees will be required to pay an initial franchise fee and will be responsible for the purchase, lease or sublease of real property on terms suitable for the development of an approved Grilled Cheese Truck retail restaurant operation. Franchisees will also be responsible for payment of all improvement costs necessary to make such Grilled Cheese Truck restaurant suitable for operations. We anticipate that improvement costs, excluding the costs of the land and building, will be between $150,000 to $375,000 per location. Each franchisee will also be required to purchase certain ingredients and supplies from us at a profit to us. Additional costs to the Franchisee will include: owner/operator training costs and related travel expense, initial inventory, grand opening advertising and promotional marketing expense, local business licenses and permits, contributions to our advertising fund and working capital reserves.

As part of our effort to expand into brick and mortar operations, on January 27, 2015, we entered into a series of agreements (the Ruby’s LOIs) with franchisees of Ruby’s Franchise Systems, Inc. to acquire all, or substantially all, of the assets of each of DJ Brinton Lake, LLC, DJR King of Prussia, Inc. and DJR Suburban Square, Inc. (which we collectively refer to as the Ruby’s Franchisees). Pursuant to the Ruby’s LOIs, each of the Ruby’s Franchisees has agreed not to negotiate with, or agree to sell or otherwise dispose of, directly or indirectly, any of their respective assets to any other third party, until March 31, 2015. Each of the Ruby’s LOIs included a non-binding term sheet describing the terms of the acquisition as agreed upon between the Company and each of the Ruby’s Franchisees. Entry into definitive agreements with each of the Ruby’s Franchisees will be subject to certain conditions, including the ability of such Ruby’s Franchisee to obtain any necessary consent to sell its assets to us from the applicable franchisor or, if necessary, termination of any agreement that may prohibit such Ruby’s Franchisee from selling the subject assets to us.

On March 31, 2015, The Grilled Cheese Truck, Inc., a Nevada corporation (the “Company”) entered into an amendment to a letter of intent (the “Brinton Amendment”) between the Company and DJ Brinton Lake, LLC, a Pennsylvania limited liability company (“Brinton”), dated as of January 27, 2015 (the “Brinton LOI”), pursuant to which the Company intends to acquire all, or substantially all, of the related assets of Brinton (the “Brinton Assets”). Pursuant to the Brinton LOI, the parties agreed that until March 31, 2015 (the “Expiration Date”), Brinton will not enter into negotiations with any third party for the sale of the Brinton Assets. Under the Brinton Amendment, the parties agreed to extend the Expiration Date until May 31, 2015. The remaining terms and conditions of the Brinton LOI remain unchanged.

On March 31, 2015, the Company also entered into an amendment to a letter of intent (the “King Amendment”) between the Company and DJR King of Prussia Plaza, Inc., a Pennsylvania corporation (“King”), dated as of January 27, 2015 (the “King LOI”), pursuant to which the Company intends to acquire all, or substantially all, of the related assets of King (the “King Assets”). Pursuant to the King LOI, the parties agreed that until March 31, 2015 (the “Expiration Date”), King will not enter into negotiations with any third party for the sale of the King Assets. Under the King Amendment, the parties agreed to extend the Expiration Date until May 31, 2015. The remaining terms and conditions of the King LOI remain unchanged.

On March 31, 2015, the Company also entered into an amendment to a letter of intent (the “Square Amendment”) between the Company and DJR Suburban Square, Inc., a Pennsylvania corporation (“Square”), dated as of January 27, 2015 (the “Square LOI”), pursuant to which the Company intends to acquire all, or substantially all, of the related assets of Square (the “Square Assets”). Pursuant to the Square LOI, the parties agreed that until March 31, 2015 (the “Expiration Date”), Square will not enter into negotiations with any third party for the sale of the Square Assets. Under the Square Amendment, the parties agreed to extend the Expiration Date until May 31, 2015. The remaining terms and conditions of the Square LOI remain unchanged.

Government Regulation

The franchise disclosure requirement

Under the Federal Trade Commission’s (FTC) “Franchise Rule,” franchisors must provide prospective franchisees with certain information regarding the franchise. The Franchise Rule specifies the form and content of the disclosures a franchisor must give. The disclosures are shown in a “Franchise Disclosure Document,” or an “FDD.” The predecessor of the FDD was the “Uniform Franchise Offering Circular,” or the “UFOC.” The Franchise Rule also specifies the timing of delivery of the FDD. As of the date of this report, we have not yet prepared the FDD.

The FDD must disclose facts about the franchisor, the franchise transaction, and the franchise documents. These facts are consolidated into sections of the FDD called “Items.” The FDD must contain 23 Items, including:

• a description of the franchisor and any parents, predecessors, and affiliates; • profiles of key management and staff personnel, and their business experience; • the franchisor’s litigation and bankruptcy history; • initial and ongoing fees required to operate the franchised business; • the amount of the franchisee’s initial investment; • restrictions on the franchisee’s purchases of goods and services; • the franchisee’s obligations; • financing, if any, that the franchisor may offer prospective franchisees; • assistance the franchisor provides; • the parties’ territorial rights and obligations; • the intellectual property, like trademarks and copyrights, associated with the franchise; • renewal and termination provisions; • information about franchised and company-owned outlets; and • audited financial statements.

There are some exemptions where the franchisor does not have to comply with the Franchise Rule when selling a franchise. These exemptions include:

• Minimum payment exemption - where required payments to a franchisor total less than $500 during the first six months of operation; • Fractional franchise exemption - where the franchisee’s management already has experience in the business being franchised and the sales of the franchise will be 20% or less of the franchisee’s revenues; • Large franchise investment exemption - where the investment in the franchise is at least $1 million, excluding the cost of land and franchisor-provided financing; and • Large franchisee exemption - where the franchisee is likely to be a particularly sophisticated business operator.

State franchise law

While every franchise business is subject to the franchise rules laid out by the FTC, franchises are also subject to state franchise laws and regulations. While the FTC franchise rule is aimed at all types of franchises, many state regulations are industry-specific. Further, franchise law is not a completely separate body of law, since it also involves other state laws such as trademark, intellectual property, and commercial laws. This means that there can be many different nuances between franchise laws from state to state.

Some states have comprehensive franchise regulations. The franchise laws in these states usually require the franchisor to register with the state government. While the FTC rule states that a FDD must be given to the franchisee, many states with comprehensive franchise laws will have further rules on what must be provided to a potential franchisee. Various states may also require the franchisor to file the necessary documents with the state. States with comprehensive franchise laws will also generally review the franchisor's financial information as well as any documents it plans to give to a potential franchisee.

A primary intention of these high-regulation states is to reduce fraudulent business practices. A state can deny the registration of a franchise business if it determines that franchise documents contain false or misleading information. These states may also deny registration if there are circumstances in which selling the franchise would be deceptive in some manner. The FTC website has information about which states currently have registration or notice requirements.

There are other various franchise laws that apply in certain states. Many states have laws that regulate the relationship between the franchisor and the franchisee, called franchise relationship laws. These relationship laws typically require, for example, that the franchisor have “good cause” in order to refuse to renew a franchise contract with the franchisee.

Government Regulation

As a manufacturer and distributor of food products, we are, and our future franchisees will be, subject to food safety regulations, including supervision by the United States Food and Drug Administration, which governs the manufacture, labeling, packaging and safety of food. In addition, we may become subject to legislation or regulation seeking to tax and/or regulate high-fat, high-calorie and high-sodium foods, particularly in the United States. Certain states, counties and municipalities, such as California, Vermont, New York City, New York and King County, Washington, have approved menu labeling legislation that requires restaurant chains to provide caloric information on menu boards. Additionally, menu labeling legislation has also been adopted on the federal level.

We are, and our future franchisees will be, subject to United States federal laws affecting the operation of our restaurants and our business. Each of our mobile food trucks must comply with licensing requirements and regulations by a number of governmental authorities, which include zoning, health, safety, sanitation, building and fire agencies in the jurisdiction in which the food truck is located. We are, and our future franchisees will be, subject to laws relating to information security, privacy, cashless payments and consumer credit, protection and fraud. An increasing number of governments and industry groups worldwide have established data privacy laws and standards for the protection of personal information, including social security numbers and financial information.

Our franchising activities are subject to the rules and regulations of the FTC and various state laws and similar foreign agencies. The rules of the FTC and those of a number of states in which we will be franchising regulate the sale of franchises and require registration of the franchise disclosure document with state authorities and the delivery of a franchise disclosure document to prospective franchisees. We may operate under exemptions from registration in several of these states where and when applicable. These state laws often limit, among other things, the duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchisor to designate sources of supply.

Environmental Matters

We are subject to various federal, state and local environmental regulations. ~~Various laws concerning the handling~~However, ~~storage and disposal of hazardous materials and restaurant waste and the operation of restaurants and food trucks in environmentally sensitive locations may impact aspects of our operations; however,~~ compliance with applicable environmental regulations is not believed to have a material effect on capital expenditures, financial condition, results of operations, or our competitive position. Increased focus by United States governmental authorities on environmental matters is likely to lead to new governmental initiatives, particularly in the area of climate change. To the extent that these initiatives caused an increase in our supplies or distribution costs, they may impact our business both directly and indirectly.

Employees

~~As of April 10~~At December, 31 2015, the Company ~~has 62~~had 54 employees, including 214 ~~full-time~~executives, ~~and~~39 41in ~~part-time~~food ~~employees,~~services ~~working~~and ~~for~~11 usadministrative ~~in various capacities~~employees.

In August 2017 we had 46 employees, including 2 corporate executives and 44 in farming and distribution activities.

Legal Proceedings

In the normal course of our business, we may periodically become subject to various lawsuits. However, there are currently no legal actions pending against us, or, to our knowledge, are any such proceedings contemplated.

Corporate Information

Our principal office is located at ~~151 North~~4570 ~~Nob~~Campus ~~Hill Road~~Drive, Suite ~~321~~1, ~~Fort~~Newport ~~Lauderdale~~Beach, FLCA ~~33324~~92660. ~~Our telephone number is (949) 478-2571.~~

139

The Company has entered into a lease in Gardena, California to lease an approximately four thousand square foot warehouse facility. The warehouse facility will be used by the Company to store ingredients to be cooked on our trucks and to prepare certain of our products prior to being placed on our trucks. The lease began on July 1, 2013 and runs through June 30, 2018 with a base rent beginning at $5,310 per months. The facility located in Gardena is currently operating at approximately 50% capacity based on the current number company operated and leased trucks. Management believes that such facility can sustain our operations, including our intended expansion, over the next 24 months.

The Company has entered into a lease in Phoenix, Arizona to lease an approximately five thousand square foot warehouse facility. The warehouse facility will be used by the Company to store ingredients to be cooked on our trucks and to prepare certain of our products prior to being placed on our trucks. The lease began on December 1, 2014 and runs through November 30, 2016 with a base rent beginning at $3,150 per months. The facility located in Gardena is currently operating at approximately 50% capacity based on the current number company operated and leased trucks.

Management believes that both such facilities can sustain our operations, including our intended expansion, over the next 24 months.

Item 1A. Risk Factors

You should carefully consider the following risk factors and all other information contained in this Annual Report. If any of the following risks occur, our business, financial conditions or results of operations may be materially and adversely affected. This Annual Report also contains forward-looking statements that involve risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.

Risks Related to Our Business

We changed our primary business to cannabis cultivation and distribution from the food truck business

Since May 2016 our primary focus is on the cultivation, and distribution of medicinal and recreational cannabis. In May 2016 the company decided to discontinue its food business. It is possible that we may not be successful in the cannabis business.

We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due and on our cash flow.

We have incurred significant losses in prior periods. For the year ended December 31, 2015, we incurred a net loss of $6,146,501 and, as of that date, we had an accumulated deficit of $21,775,487. Any losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flow.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

The report of our independent auditors on our consolidated financial statements for the year ended December 31, ~~2014~~2015 included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern. Our auditors’ doubts are based on our incurring significant net loss and our working capital deficit position. Our ability to continue as a going concern will be determined by our ability to obtain additional funding in the short term to enable us to realize the commercialization of our planned business operations. On December 18, 2014, we commenced a “best-efforts” private placement offering of up to $1,500,000 pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). From December 18, 2014 through March 31, 2015, we held closings of our private placement offering whereby the Company received an aggregate of $975,000 from two accredited investors. We cannot provide any assurance or guarantee that we will be able to raise the full amount or any additional funds under this offering. Further, we may be required to raise funds in addition to this offering. We cannot provide any assurance or guarantee that we will be able to conduct other additional rounds of financing at all or on terms acceptable to us.

~~We have a limited operating history~~Risks inRelating ~~the mobile food truck industry on which~~ to ~~evaluate~~Our ~~our~~Business ~~potential~~ and ~~determine if we will be able to execute our business plan.~~Industry

We currently operate mobile food trucks in Los Angeles, California, where we began our operations in 2009, and have expanded operations to include additional trucks operating in Phoenix, Arizona that began operations in 2013. Additionally, we have entered into licensing agreements with additional trucks operating in Ventura, Santa Barbara and the West Valley of Los Angeles, California. Although we are in the process of identifying new locations, we currently primarily rely on our Los Angeles food trucks for the majority of our revenue. Consequently, our historical results of operations may not provide an accurate indication of our future operations or prospects. Investment in our securities should be considered in light of the risks and difficulties we will encounter as we attempt to penetrate the mobile food truck industry.CANNABIS

~~In addition, we cannot guarantee that we~~Federal ~~will~~regulation beand ~~able~~enforcement tomay ~~achieve~~adversely ~~our~~affect ~~expansion~~the ~~goals~~implementation ~~or that new mobile food trucks will generate sufficient revenues or be operated profitably. Our ability to expand will depend on a number~~ of ~~factors,~~medical ~~many~~cannabis oflaws ~~which~~and ~~are~~regulations ~~beyond our control. These risks~~ may ~~include,~~negatively ~~but are~~impact ~~not~~our ~~limited~~revenues ~~to:~~and profits.

•Currently, there ~~locating~~are ~~suitable~~28 ~~sites~~states plus the District of Columbia that have laws and/or regulations that recognize, in ~~new~~one form or another, legitimate medical uses for cannabis and ~~existing~~consumer ~~markets;~~use •of ~~recruiting~~cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, ~~training~~under the CSA, the policies and ~~retaining~~regulations ~~qualified~~of ~~corporate~~the federal government and ~~personnel~~its agencies are that cannabis has no medical benefit and ~~management;~~a •range ~~attracting~~of activities including cultivation and ~~retaining~~the ~~qualified~~personal ~~employees;~~use •of ~~cost~~cannabis ~~effective~~is prohibited. Unless and ~~timely~~until ~~planning~~Congress amends the CSA with respect to medical marijuana, ~~design~~as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law, and ~~delivery~~we ~~out~~may be deemed to be producing, cultivating, or dispensing marijuana in violation of ~~mobile~~federal ~~food~~law. ~~trucks;~~Active •enforcement ~~obtaining~~of the current federal regulatory position on cannabis may thus indirectly and ~~maintaining~~adversely ~~required~~affect ~~local~~our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, ~~state~~judicial holdings, and stated federal ~~governmental~~policy ~~approvals~~remains ~~and~~uncertain. ~~permits~~In ~~related~~February to2017, the Trump ~~mobile~~administration ~~food~~announced ~~truck~~that ~~sites;~~there •may ~~creating~~be ~~customer~~“greater ~~awareness~~enforcement” of ~~our~~federal ~~mobile~~laws ~~food~~regarding ~~trucks~~marijuana. inAny ~~new~~such enforcement ~~markets;~~actions •could ~~competition~~have ina negative effect on our ~~markets;~~business and •results ~~general~~of ~~economic conditions~~operations.

~~If we are unable to expand our mobile food truck concept, our potential for growth and our results of operations could be harmed significantly.~~10

AIn an ~~critical~~effort ~~factor~~to inprovide ~~our~~guidance ~~future~~to ~~viability will~~federal belaw ~~our~~enforcement, ~~ability~~the toDOJ ~~expand~~has ~~our~~issued ~~mobile~~Guidance ~~food~~Regarding ~~truck~~Marijuana ~~concept.~~Enforcement ~~Our~~to ~~growth~~all ~~plans~~United States ~~contemplate~~Attorneys ~~acquiring~~in a ~~number~~memorandum offrom ~~additional~~Deputy ~~mobile food~~Attorney ~~trucks~~General inDavid ~~future~~Ogden ~~months~~on ~~and~~October ~~years~~19, 2009, in ~~addition~~a tomemorandum ~~franchising.~~from IfDeputy weAttorney General doJames ~~not~~Cole ~~open~~on ~~and~~June ~~operate~~29, ~~new~~2011 ~~mobile~~and ~~food~~in ~~trucks,~~a ~~our~~memorandum ~~growth and~~from ~~results~~Deputy ofAttorney ~~operations~~General ~~could~~James beCole ~~harmed~~on ~~significantly~~August 29, 2013. ~~Our~~Each ~~ability~~memorandum provides that the DOJ is committed to ~~access~~the ~~and~~enforcement ~~open~~of ~~new~~the ~~mobile~~CSA, ~~food~~but, ~~trucks~~the inDOJ ais ~~timely~~also ~~manner and~~committed ~~operate~~to ~~them~~using ~~profitably~~its ~~depends~~limited ~~upon~~investigative and aprosecutorial ~~number~~resources ofto ~~factors,~~address ~~many~~the ofmost ~~which~~significant ~~are~~threats ~~beyond~~in ~~our~~the ~~control~~most effective, ~~including~~consistent, ~~the~~and ~~following:~~rational way.

14The August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts.

•The memorandum ~~our~~sets ~~ability~~forth tocertain ~~generate~~enforcement orpriorities ~~raise~~that ~~the~~are ~~capital~~important ~~necessary~~ to ~~acquire and open new mobile food trucks; •~~ the availability of suitable locations for the mobile food trucks, our ability to compete effectively for those locations, and enter into agreements or obtain permits for such locations on acceptable terms; • obtaining and maintaining required local, state and federal governmental approvals and permits related to the mobile food truck sites and the sale of food; • labor shortages or disputes; and • unforeseen engineering or environmental problems with the premises.government:

~~Our~~● ~~future~~Distribution ~~growth~~of ~~plans~~marijuana ~~depend~~to ~~in large~~children; ~~part~~● onRevenue ~~our~~from ~~ability~~the sale of marijuana going to ~~identify,~~criminals; ~~attract~~● Diversion of medical marijuana from states where it is legal to states where it is not; ● Using state authorized marijuana activity as a pretext of other illegal drug activity; ● Preventing violence in the cultivation and ~~retain~~distribution ~~qualified~~of ~~franchisees~~marijuana; ● Preventing drugged driving; ● Growing marijuana on federal property; and to● ~~manage~~Preventing ~~our~~possession ~~proposed~~or ~~franchise~~use ~~business~~of marijuana on federal property.

WeThe DOJ ~~expect~~has not historically devoted resources to ~~grow~~prosecuting ~~our~~individuals ~~business~~whose ~~through the~~conduct ~~franchising~~is oflimited ~~our~~to ~~mobile~~possession ~~food~~of ~~truck~~small ~~concept.~~amounts of Asmarijuana afor ~~result,~~use ~~our~~on ~~future~~private ~~growth~~property ~~will~~but ~~depend~~has relied on ~~our~~state ~~ability~~and local law enforcement to ~~attract~~address ~~and~~marijuana ~~retain qualified~~activity. ~~franchisees,~~In the event ~~franchisees’ ability~~the toDOJ ~~execute~~reverses ~~our~~its ~~concept~~stated policy and ~~capitalize~~begins ~~upon~~strict ~~our~~enforcement ~~brand~~of ~~recognition~~the ~~and~~CSA in states that have laws legalizing medical ~~marketing~~marijuana and recreational marijuana in small amounts, there may be a direct and ~~the~~adverse ~~franchisees’ ability~~impact to ~~timely~~our ~~develop~~business ~~mobile~~and ~~food~~our ~~trucks~~revenue and profits. WeFurthermore, ~~may~~H.R. ~~not~~83, beenacted ~~able~~by toCongress ~~recruit~~on ~~franchisees~~ December 16, 2014, provides that ~~have~~none of the ~~business~~funds ~~abilities~~made oravailable ~~financial~~to the ~~resources~~DOJ ~~necessary~~pursuant to ~~open~~the ~~mobile~~2015 ~~food~~Consolidated ~~trucks~~and onFurther ~~schedule,~~Continuing orAppropriations atAct ~~all,~~may orbe ~~who~~used ~~will~~to prevent certain states, including ~~conduct~~Nevada ~~operations~~and inCalifornia, afrom ~~manner~~implementing ~~consistent~~their ~~with~~own ~~our~~laws ~~concept~~that ~~and~~authorized ~~standards.~~the ~~Also~~use, ~~our~~distribution, ~~franchisees~~possession, ~~may~~or ~~not~~cultivation beof ~~able~~medical marijuana. toThis ~~operate~~prohibition ~~mobile food~~is ~~trucks~~currently in aplace ~~profitable~~until ~~manner~~April 28, 2017.

In addition, a FTC rules require us to furnish prospective franchisees with an FDD containing prescribed information before entering into a binding agreement or accepting any payment for the franchise. Sixteen states also have state franchise sales or business opportunity laws which require us to add to the federal disclosure document additional state-specific disclosures and to register our offering with a state agency before we may offer our franchises for locations in the state or to state residents. We ~~will have to file and receive approval of our~~ ~~FDD~~could ~~before~~be wefound ~~can sell franchises. Applicable laws in states provide state examiners with discretion~~ to ~~disapprove registration applications based on a number of factors. There can~~ be noviolating ~~assurance~~laws ~~that~~related ~~we will be successful in obtaining registration in all states or be able~~ to ~~continue~~medical ~~to comply with these regulations, which could have a material adverse effect on our business and results of operations~~cannabis.

~~Finally~~Currently, there ~~our~~are ~~future~~28 ~~franchise~~states ~~operations~~plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate ~~will~~medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the CSA, the policies and regulations of the federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such amendments there can be ~~dependent~~no ~~upon~~assurance, ~~our~~there ~~ability~~is a risk that federal authorities may enforce current federal law. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federal policy remains uncertain. Because we cultivate, produce, sell and distribute medical marijuana, we have risk that we will be deemed to: facilitate the selling or distribution of medical marijuana in violation of federal law.

~~• develop~~Finally, we ~~maintain~~could ~~and~~be ~~enhance~~found ~~the~~in ~~“Grilled~~violation ~~Cheese~~of ~~Truck”~~the ~~brand;~~CSA •in ~~maintain~~connection ~~satisfactory~~with ~~relations~~the ~~with~~sale of our ~~franchisees~~products. ~~who~~This ~~may,~~would incause ~~certain~~a ~~instances~~direct and adverse effect on our subsidiaries’ businesses, ~~have~~or ~~interests~~intended ~~adverse~~businesses, toand on our ~~interests;~~revenue and prospective profits.

•Variations in ~~monitor~~state and ~~audit~~local ~~the~~regulation, ~~reports~~ and ~~payments~~enforcement ~~received~~in ~~from~~states ~~franchisees;~~that ~~and~~have •legalized ~~comply~~medical ~~with~~cannabis, ~~applicable~~may ~~franchising~~restrict ~~laws~~marijuana-related activities, ~~rules~~including activities related to medical cannabis, which may negatively impact our revenues and ~~regulations~~prospective profits.

~~The~~Individual state ~~viability~~laws do not always conform to the federal standard or to other states laws. A number of ~~our~~states ~~new~~have ~~business~~decriminalized marijuana ~~model~~to isvarying ~~dependent~~degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. As of March 2017, eight states and the District of Columbia have legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized, or created medical marijuana exemptions. For example, certain states have limits on athe number of ~~factors~~marijuana plants that ~~are~~can ~~not~~be ~~within~~homegrown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medical marijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may indirectly and adversely affect our ~~control~~business and our revenue and profits.

~~The viability of our Company-owned and potential franchised mobile food truck operations are, and will continue to be, subject to a number of factors that are not within our control, including:~~11

•In November ~~changes~~2016, inCalifornia ~~consumer~~voters ~~tastes;~~approved •Proposition ~~national~~64, ~~regional~~also ~~and~~known ~~local~~as ~~economic~~the ~~conditions;~~Adult •Use ~~traffic~~of ~~patterns~~Marijuana Act (“AUMA”), in a ballot initiative. Among other things, the ~~venues~~AUMA inmakes ~~which~~it welegal ~~and~~for ~~our~~adults ~~franchisees~~over ~~will~~the ~~operate;~~age •of ~~discretionary~~21 ~~spending~~to ~~priorities;~~use •marijuana ~~demographic~~and ~~trends;~~to •possess up ~~consumer~~to ~~confidence~~28.5 ingrams ~~food~~of ~~quality,~~marijuana ~~handling~~flowers and ~~safety;~~8 •grams ~~consumer~~of ~~confidence~~marijuana inconcentrates. Individuals are also permitted to grow up to six marijuana plants for personal use. In addition, the ~~venues~~AUMA inestablishes ~~which~~a welicensing ~~and~~system ~~our~~for ~~franchisees~~businesses ~~will~~to, ~~operate;~~among •other ~~weather~~things, cultivate, ~~conditions;~~process and •distribute marijuana products under certain conditions. Many of the ~~type~~provisions of the AUMA do not become effective until January 1, ~~number~~2018 and ~~location~~the California Bureau of ~~competing~~Marijuana ~~mobile~~Control ~~food~~is ~~trucks~~expected orto ~~restaurants~~enact regulations to implement the AUMA by that date.

~~Our~~Also in ~~inability~~November to2016, ~~manage~~Nevada ~~our~~voters ~~growth~~approved Question 2 in a ballot initiative. Among other things, Question 2 makes it legal for ~~could~~adults ~~impede~~over ~~our~~the ~~ability~~age of 21 to ~~generate~~use ~~revenues~~marijuana and ~~profits~~to ~~and~~possess up to ~~otherwise~~one ~~implement~~ounce ~~our~~of ~~business~~marijuana ~~plan~~flowers and ~~growth~~one- ~~strategies,~~eighth ~~which~~of an ounce of ~~would~~marijuana ~~have~~concentrates. aIndividuals ~~negative~~are ~~impact~~also onpermitted ~~our~~to ~~revenues~~grow up to six marijuana plants for personal use. In addition, Question 2 authorizes businesses to cultivate, process and ~~results~~distribute marijuana products under certain conditions. The Nevada Department of ~~operation~~Taxation has indicated that it will enact regulations to implement Question 2 by the summer of 2017.

~~Our~~If we ~~business~~are ~~plan~~unable is to ~~grow~~obtain ~~rapidly~~the ~~by opening~~permits ~~new~~and ~~mobile~~licenses ~~food~~required ~~trucks,~~to ~~expanding~~operate ~~upon~~our ~~the~~business ~~locations~~in ~~that~~compliance ~~our~~with ~~food~~the ~~trucks~~new ~~service,~~regulations ~~opening~~in aCalifornia or ~~brick~~Nevada, ~~and~~we ~~mortar~~may ~~facility and~~experience ~~beginning~~negative ~~franchising~~effects ~~operations.~~on ~~Our~~our ~~planned~~business ~~growth~~and ~~will~~results ~~require~~of ~~us to:~~operations.

•Prospective customers ~~significantly~~may ~~improve~~be ordeterred ~~replace~~from ~~our~~doing ~~existing~~business ~~managerial,~~with ~~operational~~a ~~and~~company ~~financial systems, procedures and controls; • begin compliance~~ with ~~complex~~a ~~rules~~significant ~~and~~nationwide ~~regulations~~online ~~relating~~presence tobecause ~~franchising;~~of •fears ~~manage~~of federal ~~the~~or ~~coordination~~state ~~between~~enforcement ~~our~~of ~~various~~laws ~~corporate~~prohibiting ~~functions,~~possession ~~including accounting, legal, accounts payable~~ and ~~receivable,~~sale ~~and~~of ~~marketing~~medical ~~and~~or ~~development;~~recreational ~~• manage, train, motivate and maintain a growing employee base; and • manage our relationships with franchisees~~marijuana.

15Our website will be visible in jurisdictions where medicinal and/or recreational use of marijuana is not permitted and, as a result, we may be found to be violating the laws of those jurisdictions.

InMarijuana remains ~~addition,~~illegal ~~our~~under ~~expansion~~federal ~~plans will likely require us to:~~law.

•Marijuana is ~~make~~a ~~significant~~Schedule-I ~~capital~~controlled ~~investments;~~substance •and ~~devote~~is ~~significant~~illegal ~~management~~under ~~time~~federal ~~and~~law. ~~effort;~~Even •in ~~develop~~those ~~budgets~~states ~~for,~~in ~~and~~which ~~monitor~~the use of marijuana has been legalized, ~~food~~its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, ~~beverage~~strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan, ~~labor~~especially in respect of our marijuana cultivation, ~~occupancy~~production and ~~other~~dispensaries. ~~costs~~In ataddition, ~~levels~~our ~~that~~assets, including ~~will~~real ~~produce~~property, ~~profitable~~cash, ~~operations;~~equipment and •other ~~as applicable~~goods, ~~budget~~could ~~and~~be ~~monitor~~subject ~~the~~to ~~cost~~asset offorfeiture ~~future~~because ~~capital~~marijuana ~~investments~~is still federally illegal.

~~The time and costs to effectuate these~~In ~~steps~~February ~~may place a significant strain on our management personnel~~2017, ~~systems and resources, particularly given~~ the ~~limited~~Trump ~~amount of~~administration ~~financial~~announced ~~resources and skilled employees~~ that there may be ~~available~~“greater atenforcement” ~~the~~of ~~time.~~federal Aslaws ~~a result, it may become more difficult to both~~regarding ~~implement more sophisticated managerial, operational and financial systems, procedures and controls and to train and manage the personnel necessary to implement these functions~~marijuana. WeAny ~~cannot~~such ~~assure~~enforcement ~~you~~actions ~~that~~could wehave ~~will institute, in~~ a ~~timely~~negative ~~manner~~effect oron ~~at all, the improvements to~~ our ~~managerial,~~business ~~operational~~ and ~~financial~~results ~~systems, procedures and controls necessary to support our anticipated increased levels~~ of operations ~~and to coordinate our various corporate functions~~.

~~Our~~We are ~~expansion~~not ~~into~~able ~~new~~to ~~markets~~deduct ~~may~~some ~~present~~of ~~increased risks due to~~ our ~~unfamiliarity~~business ~~with the geographic area~~expenses.

AsSection 280E ~~a part~~ of ~~our~~the ~~expansion~~Internal ~~strategy,~~Revenue ~~we expect~~Code ~~that~~prohibits wemarijuana ~~will~~businesses befrom ~~opening~~deducting ~~mobile~~their ~~food~~ordinary ~~trucks in markets in which we have no prior operating experience. These new markets may have different competitive conditions, consumer tastes~~ and ~~discretionary~~necessary ~~spending~~business ~~patterns. In addition~~expenses, ~~any new mobile food~~ ~~trucks~~forcing ~~may~~us ~~take several months~~ to ~~reach~~pay ~~budgeted~~higher ~~operating~~effective ~~levels~~federal ~~due~~tax torates ~~problems~~than ~~associated~~similar ~~with~~companies ~~new~~in ~~mobile food trucks, including lack of market awareness, inability to hire sufficient staff and~~ other ~~factors~~industries. ~~Although~~The weeffective ~~will~~tax ~~attempt~~rate toon ~~mitigate~~a ~~these factors~~marijuana bybusiness ~~thoroughly~~depends ~~researching~~on ~~potential~~how ~~markets~~large ~~and~~its ~~paying~~ratio ~~careful~~of ~~attention~~nondeductible expenses is to ~~training~~its ~~and~~total ~~staffing~~revenues. ~~needs~~Therefore, ~~there~~our ~~can~~marijuana ~~be no assurance~~business ~~that~~may ~~we will~~ be ~~able~~less toprofitable ~~operate~~than ~~new~~it ~~mobile~~could ~~food~~otherwise ~~trucks in new geographic areas on a profitable basis~~be.

~~Fluctuations in the cost, availability~~We ~~and~~may ~~quality~~not ofbe ~~our~~able ~~raw~~to ~~ingredients~~attract ~~may~~or ~~affect~~retain ~~our~~a ~~business,~~majority ~~reputation~~of ~~and~~independent ~~financial results~~directors.

~~The~~We currently ~~cost,~~have ~~availability~~only ~~and~~three ~~quality~~directors ofon ~~the ingredients~~our ~~that~~board weof ~~use~~directors toand ~~prepare~~ our ~~food~~board ~~are~~is ~~subject~~not tocurrently acomprised ~~range~~ of ~~factors,~~a ~~many~~majority of ~~which~~independent directors. ~~are~~We ~~beyond~~may ~~our control. Fluctuations~~ in ~~economic~~the ~~and~~future ~~political~~desire ~~conditions,~~to ~~weather~~list ~~and~~our ~~demand~~common ~~could~~stock ~~adversely~~on ~~affect~~The ~~the~~New ~~cost~~York ofStock ~~our~~Exchange ~~ingredients.~~(“NYSE”) Weor ~~have~~The ~~limited control~~NASDAQ ~~over~~Stock ~~changes~~Market in(“NASDAQ”), ~~the~~both ~~price and quality~~ of ~~commodities~~which ~~since~~require wethat ~~typically~~a domajority ~~not~~of ~~enter~~our ~~into~~board ~~long-term~~be ~~pricing~~comprised ~~agreements~~of ~~for~~independent ~~our ingredients~~directors. We may ~~not~~have bedifficulty ~~able~~attracting ~~to pass through any future cost increases by increasing menu prices. We are,~~ and ~~our~~retaining ~~potential franchisees~~independent ~~will~~directors bebecause, ~~dependent~~among onother ~~frequent deliveries of fresh ingredients~~things, ~~thereby~~we ~~subjecting~~operate usin to the ~~risk of shortages or interruptions~~marijuana inindustry, ~~supply.~~and ~~This~~as ~~could~~a ~~dramatically~~result ~~increase~~we ~~the~~may ~~price~~be ofdelayed ~~certain menu items which could decrease sales of those items~~ or ~~could force~~prevented ~~us to eliminate those items~~ from listing our ~~menus~~common ~~entirely.~~stock ~~All~~on ofthe ~~these~~NYSE ~~factors~~or ~~could adversely affect our business, reputation and financial results~~NASDAQ.

~~Our ability to maintain local, state and national licenses and permits could adversely affect our financial results and restrict our ability to grow.~~12

We ~~must obtain a food service license from~~ ~~local~~may ~~health~~not authorities as well as other related permits from local and national authorities in order to operate our mobile food trucks. Obtaining and maintaining these permits and licenses is an imperative component of our mobile food truck operations and there can be noable ~~assurance that we will remain in compliance with applicable laws or licenses that we have or will obtain. The failure~~ to ~~obtain~~successfully orexecute ~~maintain~~on our ~~food~~merger ~~service licenses~~ and ~~other~~acquisition ~~required licenses, permits and approvals for each food truck could result in our loss of the mobile food truck’s license and would adversely affect our financial results and could impact our growth~~ strategy.

~~Government~~Our business ~~regulations~~plan ~~affecting~~depends in part on merging with or acquiring other businesses in the marijuana industry. The success of any acquisition ~~franchising~~will ~~could~~depend ~~restrict~~upon, among other things, our ability to ~~grow~~integrate acquired personnel, operations, products and technologies into our organization effectively, to retain and motivate key personnel of acquired businesses, and to retain their customers. Any acquisition may result in diversion of management’s attention from other business concerns, and such acquisition may be dilutive to our financial results and/or result in impairment charges and write-offs. We might also spend time and money investigating and negotiating with potential acquisition or investment targets, but not complete the transaction.

~~We will be subject to federal regulation~~Although ~~and~~we ~~state~~expect ~~laws that regulate the offer and sale of franchises and substantive aspects of a franchisor-franchisee relationship. We are also subject~~ to ~~various~~realize ~~other federal~~strategic, ~~state~~operational and ~~local~~financial ~~laws,~~benefits ~~rules and regulations affecting our business, and our future franchisees will be subject to these laws, rules and regulations~~ as ~~well.~~a ~~Each~~result of our ~~mobile~~acquisitions, ~~food~~we ~~trucks~~cannot ~~and~~predict ~~those owned by our~~whether ~~future franchisees will be subject to a variety of licensing~~ and ~~governmental regulatory provisions relating~~ to ~~wholesomeness~~what ~~of food,~~extent sanitation, health and safety. Difficulties in obtaining, or the failure to obtain, required licenses or approvals by our franchisees can delay or prevent the opening of new mobile food trucks in any particular area. Furthermore, there can be no assurance that our franchisees will remain in compliance with applicable laws or licenses that such ~~franchisees~~benefits will ~~obtain,~~be ~~the~~achieved. ~~failure of~~There ~~which~~are bysignificant achallenges ~~mobile~~to ~~food~~integrating ~~truck~~an ~~could~~acquired ~~result~~operation ~~in the loss of the mobile food truck’s license which would adversely affect~~into our ~~growth strategy~~business.

~~Our~~Any future ~~ability~~acquisition tocould ~~grow~~involve other risks, including the assumption of unidentified liabilities for which we, as a successor owner, may be responsible. These transactions typically involve a number of risks and ~~compete~~present infinancial and other challenges, including the ~~future~~existence ~~will~~of beunknown ~~adversely~~disputes, ~~affected~~liabilities, ifor ~~adequate~~contingencies ~~capital~~and ischanges ~~not~~in ~~available~~the toindustry, uslocation, or regulatory or political environment in which these investments are located, that our due diligence review may not ~~available~~adequately onuncover ~~terms~~and that ~~favorable~~may toarise usafter entering into such arrangements.

~~The ability of our business to grow~~Laws and ~~compete~~regulations ~~depends~~affecting on the ~~availability~~medical ofmarijuana ~~adequate~~industry ~~capital,~~are ~~which~~constantly in turn depends in large part on our cash flow from operations and the availability of equity and debt financing. We cannot assure you that our cash flow from operations will be sufficient or that we will be able to obtain equity or debt financing on acceptable termschanging, ifwhich atcould ~~all,~~detrimentally toaffect ~~implement~~ our ~~growth strategy. As a result~~cultivation, ~~we cannot assure you that adequate capital will be available to finance our current growth plans, take~~ ~~advantage~~production ofand ~~business~~dispensary ~~opportunities or respond to competitive pressures, any of which could harm our business.~~operations

16Local, state, and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and result in a material adverse effect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to certain aspects of our cultivation, production and dispensary businesses, and our business of selling cannabis products. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

~~Our future success is dependent,~~We inmay ~~part,~~not onobtain the ~~performance~~necessary permits and ~~continued~~authorizations ~~service~~to ofoperate ~~David~~the ~~Danhi,~~medical ~~our~~marijuana ~~Chief Creative Officer and director~~business.

We may ~~are~~not ~~presently~~be ~~dependent~~able to aobtain ~~great~~or ~~extent upon~~maintain the ~~experience~~necessary licenses, ~~abilities~~permits, ~~and~~authorizations, ~~continued~~or ~~services~~accreditations offor ~~Mr.~~our ~~Danhi~~cultivation, production ~~our~~and ~~Chief~~dispensary ~~Creative~~businesses, ~~Officer~~or ~~and~~may ~~director.~~only Mrbe able to do so at great cost. ~~Danhi~~In ~~entered into~~addition, anwe ~~employment~~may ~~agreement~~not be able to comply fully with athe ~~three~~wide ~~year~~variety ~~term,~~of ~~however,~~laws ~~Mr.~~and ~~Danhi~~regulations ~~can~~applicable ~~terminate~~to the ~~employment~~medical ~~agreement~~marijuana industry. Failure to comply with 30or ~~days~~to ~~notice.~~obtain ~~Although~~the wenecessary ~~have~~licenses, apermits, ~~key~~authorizations, ~~man~~or ~~insurance~~accreditations ~~policy~~could result in restrictions on ~~Mr.~~our ~~Danhi,~~ability ~~the~~to ~~loss~~operate ofthe medical ~~his~~marijuana ~~services~~business, which could have a material adverse effect on our ~~business,~~ ~~financial condition or results of operation~~business.

~~Our success relies on consumers purchasing~~If ~~our~~we ~~products.~~incur ~~Changes~~substantial inliability ~~consumer~~from ~~preferences~~litigation, ~~and~~complaints, ~~market~~or ~~conditions~~enforcement ~~may~~actions, ~~affect~~ our ~~ability~~financial tocondition becould ~~profitable~~suffer.

Our participation ~~operating~~in ~~results~~the medical marijuana industry may ~~fluctuate~~lead ~~significantly~~to litigation, formal or informal complaints, enforcement actions, and ~~from~~inquiries ~~period~~by tovarious ~~period~~federal, asstate, aor ~~result~~local ofgovernmental aauthorities ~~variety~~against ofus. ~~factors~~Litigation, ~~including~~complaints, ~~purchasing~~and ~~patterns~~enforcement actions could consume considerable amounts of ~~customers,~~financial ~~competitive~~and ~~pricing~~other corporate resources, ~~debt~~which could have a negative impact on our sales, ~~service~~revenue, profitability, and ~~principal~~growth ~~reduction~~prospects. ~~payments~~We have not been, and ~~general~~are ~~economic~~not ~~conditions. There~~currently, issubject noto ~~assurance~~any ~~that~~material welitigation, ~~will~~complaint, or beenforcement ~~successful in~~action ~~marketing~~regarding ~~any~~marijuana of(or ~~our~~otherwise) ~~products~~brought by any federal, state, or ~~that~~local ~~the~~governmental ~~revenues~~authority. ~~from~~We are presently engaged in the ~~sale~~distribution of ~~such~~marijuana; ~~products~~however, ~~will~~we behave ~~significant. Consequently~~not been, and are not currently, subject to any material ~~our~~litigation, ~~revenues~~complaint ~~may~~or ~~vary~~enforcement action regarding marijuana (or otherwise) brought by ~~quarter~~any federal, ~~and~~state, ~~our~~or ~~operating~~local ~~results~~governmental authority ~~may~~with ~~experience~~respect ~~fluctuations~~to our business.

~~Our success depends on our ability~~We tomay ~~compete~~have ~~with~~difficulty ~~our~~accessing ~~major~~the ~~competitors,~~service ~~many~~ of banks, which ~~have~~may ~~greater~~make ~~resources~~it ~~than~~difficult for us to operate.

~~The~~Since the ~~mobile~~use ~~food~~of ~~truck~~marijuana ~~and restaurant industry~~ is ~~intensely~~illegal ~~competitive~~under ~~and~~federal welaw, ~~expect~~many tobanks ~~compete~~will innot ~~the~~accept ~~United~~for ~~States~~deposit ~~with~~funds ~~many~~from ~~well-established~~businesses ~~food~~involved ~~service companies on the~~with ~~basis~~the ofmarijuana ~~product~~industry. ~~choice~~Consequently, ~~quality,~~businesses ~~affordability,~~involved ~~service~~in ~~and~~the ~~location.~~marijuana ~~Our~~industry ~~competitors~~often ~~include~~have adifficulty ~~variety~~finding ofa ~~independent~~bank ~~local operators,~~willing ~~in addition~~ to ~~well-capitalized~~accept ~~regional,~~their ~~national~~business. ~~and~~The ~~international~~inability ~~restaurant~~to ~~chains~~open ~~and~~or ~~franchises.~~maintain Webank ~~compete~~accounts ~~for~~may ~~consumer dining~~make ~~dollars~~it ~~with~~difficult ~~national,~~for ~~regional~~us ~~and~~to ~~local~~operate ~~(i) quick~~our ~~service~~medical marijuana ~~restaurants~~businesses. ~~that~~If ~~offer~~any ~~alternative~~of ~~menus,~~our ~~(ii) casual and~~bank ~~“fast~~accounts ~~casual”~~are ~~restaurant chains~~closed, ~~and~~we ~~(iii) convenience~~may ~~stores~~have ~~and~~difficulty ~~grocery~~processing ~~stores.~~transactions ~~Furthermore,~~in the ~~mobile~~ordinary course ~~food~~of ~~truck~~business, ~~and~~including ~~restaurant~~paying ~~industry~~suppliers, ~~has~~employees ~~few~~and ~~barriers to entry~~landlords, ~~and~~which ~~therefore~~could ~~new~~have ~~competitors~~a ~~may~~significant ~~emerge~~negative ateffect ~~any~~on ~~time~~our operations.

Our ability to compete will depend on the success of our plans to improve existing products, to develop and roll-out new products and product line extensions, to expand the number of trucks/franchises, to effectively respond to consumer preferences and to manage the complexity of our restaurant operations as well as the impact of our competitors’ actions. Some of our competitors have substantially greater financial resources, higher revenues and greater economies of scale than we do. These advantages may allow them to (1) react to changes in pricing and marketing more quickly and more effectively than we can, (2) rapidly expand new product introductions, and (3) spend significantly more on advertising, marketing and other promotional activities than we do, all of which may give them a competitive advantage. These competitive advantages arising from greater financial resources and economies of scale may be exacerbated in a difficult economy, thereby permitting our competitors to gain market share. Such competition may further adversely affect our revenues and profits by reducing our revenues and royalty payments from franchise restaurants.13

~~Our~~A drop ~~business~~in ~~plan~~the ~~depends~~retail onprice ~~our ability~~of tocommercially ~~successfully~~grown ~~integrate~~produce ~~and~~may ~~manage~~negatively impact our ~~future franchise operations~~business.

~~Our~~The demand ~~business~~for ~~plan~~our ~~relies~~produce ondepends ~~the~~in ~~substantial expansion~~part ofon ~~our business through~~ the ~~franchising~~price of ~~our~~commercially ~~mobile~~grown ~~food trucks~~produce. ~~However,~~Fluctuations wein ~~lack~~economic ~~prior~~and ~~experience~~market ~~with establishing~~conditions ~~and~~that ~~managing~~impact ~~franchise~~the ~~operations.~~prices ~~The success~~ of ~~our~~commercially ~~franchises~~grown ~~depends upon~~produce, ~~among~~such ~~other~~as ~~things,~~increases ~~the~~in ~~skills and business acumen of our franchisees,~~ the ~~identification~~supply of ~~suitable~~such ~~locations~~produce ~~for~~and ~~food~~the ~~truck~~decrease ~~operations,~~in the price ~~effective management~~ of ~~those~~commercially ~~franchises’ locations~~grown produce, ~~and~~could ~~our~~cause ~~managerial~~the ~~and~~demand ~~administrative~~for ~~resources.~~produce ~~Our~~to ~~future~~decline, ~~success~~which ~~will~~would ~~depend~~have ~~on our ability to operate and oversee~~ a ~~significant~~negative ~~number~~impact ofon ~~franchise food trucks~~our business.

~~We will not be able to exercise control~~Litigation over the day-to-day operations of our franchised trucks. While we will try to ensure that franchised trucks meet the same operating standards that we demand of Company operated trucks, one or more franchised trucks may ~~not do so. Any operational shortcomings of our franchised trucks are likely to be attributed to our system-wide operations and could~~ adversely affect our ~~reputation~~business, ~~and have~~financial acondition, ~~direct~~and ~~negative~~results ~~impact~~of ~~on the franchised royalty revenues we receive from those trucks~~operations.

~~Additionally~~From time to time in the normal course of our business operations, we ~~have~~may ~~not~~become ~~yet~~subject ~~established~~to litigation that may result in liability material to our financial statements as a ~~royalty~~whole ~~payment~~or ~~structure~~may ~~for~~negatively affect our ~~franchise~~operating results if changes to our business ~~model~~operations are required. ~~Depending~~The oncost ~~the~~to ~~structure,~~defend ~~our~~such ~~trucks~~litigation ~~could~~may be atsignificant and may require a ~~disadvantage~~diversion of our resources. There also may ~~against~~be ~~competitor~~adverse ~~mobile~~publicity ~~food~~associated ~~trucks~~with litigation that ~~will~~could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not ~~have~~be available at all or in sufficient amounts to ~~pay~~cover ~~such~~any ~~fees~~liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations.

Our business plan depends on our ability to successfully enter into new markets.

A significant element of our future growth strategy involves the expansion of our business into new geographic markets. Expansion of our operations depends, among other things, on the acceptance of our business model in various geographic locations. The design of other cities may cause them to be less receptive to food trucks for a variety of reasons, which could hurt our ability to expand into those markets. In addition, changes in climate over seasons could make it difficult to operate a mobile food truck business consistently throughout the year. Some geographic areas may have lower costs associated with establishing fixed locations which may decrease the appeal of operating a mobile food truck over a fixed location. The mobile food truck industry may turn out to be a phenomenon. If this is the case, it may be more difficult for us to attract customers in new markets.

We do not have an anticipated timeframe for opening fixed locations.

Our long term business model includes the establishment of fixed locations. However, we do not currently have a fixed location model and have not determined how the operation and franchising of fixed locations will differ from the franchising of mobile food trucks.

Economic conditions have, and may continue to, adversely affect consumer discretionary spending which could negatively impact our business and operating results.

We believe that our sales, customer traffic and profitability are strongly correlated to consumer discretionary spending, which is influenced by general economic conditions, unemployment levels, the availability of discretionary income and, ultimately, consumer confidence. A protracted economic slowdown, increased unemployment and underemployment of our customer base, decreased salaries and wage rates, increased energy prices, inflation, foreclosures, rising interest rates or other cost pressures adversely affect consumer behavior by weakening consumer confidence and decreasing consumer spending for dining occasions.

Our franchise business model presents a number of disadvantages and risks.

We intend to have a high percentage of franchise mobile food trucks, and we expect the number of franchises to increase as we continue to implement our growth plans. Our franchised business model presents a number of drawbacks, such as our limited influence over franchisees and reliance on franchisees to implement major initiatives, limited ability to facilitate changes in restaurant ownership, limitations on enforcement of franchise obligations due to bankruptcy or insolvency proceedings and inability or unwillingness of franchisees to participate in our strategic initiatives.

Our principal competitors may have greater influence over their respective systems than we do because of their significantly higher number of restaurants and, as a result, they may have a greater ability to implement operational initiatives and business strategies, including their marketing and advertising programs.

Franchisee support of our marketing and advertising programs is critical for our success.

The support of our franchisees will be critical for the success of our marketing programs and any new capital intensive or other strategic initiatives we seek to undertake, and the successful execution of these initiatives will depend on our ability to maintain alignment with our franchisees. While we can mandate certain strategic initiatives through enforcement of our franchise agreements, we need the active support of our franchisees if the implementation of these initiatives is to be successful. In addition, our efforts to build alignment with franchisees may result in a delay in the implementation of our marketing and advertising programs and other key initiatives. Our franchisees may not continue to support our marketing programs and strategic initiatives. The failure of our franchisees to support our marketing programs and strategic initiatives could adversely affect our ability to implement our business strategy and could materially harm our business, results of operations and financial condition.

Increases in the cost of food, paper products and energy could harm our profitability and operating results.

Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs. Any increase in food prices could adversely affect our operating results. Increases in commodity prices could result in higher operating costs, and the highly competitive nature of our industry may limit our ability to pass increased costs on to our customers.

Increases in energy costs, principally fuel, could adversely affect our operating margins and our financial results if we choose not to pass, or cannot pass, these increased costs to our customers. In addition, our distributors purchase gasoline needed to transport food and other supplies to us. Any significant increases in energy costs could result in the imposition of fuel surcharges by our distributors that could adversely affect our operating margins and financial results if we chose not to pass, or cannot pass, these increased costs to our customers.

Increases in labor costs could slow our growth or harm our business.

We are a labor intensive business. Consequently, our success depends in part upon our ability to manage our labor costs and its impact on our margins. We currently seek to minimize the long-term trend toward higher wages in both mature and developing markets through increases in labor efficiencies. However we may not continue to be successful in this regard.

Furthermore, we must continue to attract, motivate and retain employees with the qualifications to succeed in our industry and the motivation to apply our core service philosophy. If we are unable to continue to recruit and retain sufficiently qualified managers or to motivate our employees to sustain our service levels, our business and our growth could be adversely affected. Despite current economic conditions, attracting and retaining qualified managers and employees remains challenging and our inability to meet these challenges could require us to pay higher wages and/or additional costs associated with high turnover. In addition, increases in the minimum wage or labor regulations and the potential impact of union organizing efforts in the different states within the United States in which we operate could increase our labor costs. Additional labor costs could adversely affect our margins.

Our operating results depend on the effectiveness of our marketing and advertising programs.

Our revenues are heavily influenced by brand marketing and advertising utilizing social media. Our marketing and advertising programs may not be successful, which may lead us to fail to attract new customers and retain existing customers. If our marketing and advertising programs are unsuccessful, our results of operations could be materially and adversely affected. Moreover, because franchisees and restaurants will contribute to our advertising fund based on a percentage of our gross sales, our advertising fund expenditures will be dependent upon sales volumes system-wide. If system-wide sales decline, there will be a reduced amount available for our marketing and advertising programs.

Food safety and food-borne illness concerns may have an adverse effect on our business.

Food safety is a top priority, and we dedicate substantial resources to ensure that our customers enjoy safe, quality food products. However, food-borne illnesses, such as pathogenic E. coli, bovine spongiform encephalopathy or “mad cow disease,” hepatitis A, salmonella, and other food safety issues have occurred in the food industry in the past, and could occur in the future. Furthermore, our reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control and that multiple locations would be affected rather than a single location. New illnesses resistant to any precautions may develop in the future, or diseases with long incubation periods could arise, such as mad cow disease, which could give rise to claims or allegations on a retroactive basis. Any report or publicity linking us or one of our franchisees to instances of food-borne illness or other food safety issues, including food tampering or contamination, could adversely affect our brands and reputation as well as our revenues and profits. Outbreaks of disease, as well as influenza, could reduce traffic. If our customers become ill from food-borne illnesses, we could also be forced to temporarily suspend truck stops. In addition, instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of competitors could adversely affect our sales as a result of negative publicity about the foodservice industry generally.

The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, which could result in disruptions in our supply chain, significantly increase our costs and/or lower margins for us and our franchisees. In addition, our industry has long been subject to the threat of food tampering by suppliers, employees or customers, such as the addition of foreign objects in the food that we sell. Reports, whether or not true, of injuries caused by food tampering have in the past severely injured the reputations of restaurant chains in the quick service restaurant segment and could affect us in the future as well.

Our results can be adversely affected by unforeseen events, such as adverse weather conditions, natural disasters or catastrophic events.

Unforeseen events, such as adverse weather conditions, natural disasters or catastrophic events, can adversely impact our sales. Natural disasters such as earthquakes, hurricanes, and severe adverse weather conditions, can keep customers in the affected area from dining out and result in adversely affecting our sales. Because a significant portion of our operating costs is fixed or semi-fixed in nature, the loss of sales during these periods hurts our operating margins and can result in operating losses.

Shortages or interruptions in the availability and delivery of food, beverages and other supplies may increase costs or reduce revenues.

We are, and our franchisees will be, dependent upon third parties to make frequent deliveries of perishable food products that meet our specifications. Shortages or interruptions in the supply of food items and other supplies could adversely affect the availability, quality and cost of items we buy and our operations. Such shortages or disruptions could be caused by inclement weather, natural disasters such as floods, drought and hurricanes, increased demand, problems in production or distribution, the inability of our vendors to obtain credit, food safety warnings or advisories or the prospect of such pronouncements, or other conditions beyond our control. A shortage or interruption in the availability of certain food products or supplies could increase costs and limit the availability of products critical to our operations.

Our distributors operate in a competitive and low-margin business environment. If one of our principal distributors is in financial distress and therefore unable to continue to supply us and our franchisees with needed products, we may need to take steps to ensure the continued supply of products in the affected markets, which could result in increased costs to distribute needed products. If a principal distributor for our Company or our franchisees fails to meet its service requirements for any reason, it could lead to a disruption of service or supply until a new distributor is engaged, which could have an adverse effect on our business.

Being a public company may strain the Company’s resources, divert management’s attention and affect its ability to attract and retain qualified directors.

The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs, and have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on the Company’s personnel, systems and resources.

Risks Related to Our Common Stock

There is a limited market for our common stock, which may make it difficult for you to sell your stock.

Our common stock trades on the ~~OTCQB~~ OTC Pink under the symbol “GRLD” There is a limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.

The market price of our common stock may be highly volatile, and you could lose all or part of your investment.

The trading price of our common stock is likely to be volatile. This volatility may prevent you from being able to sell your shares at or above the price you paid for your shares. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:

● actual or anticipated fluctuations in our quarterly or annual financial results; ● additional needs for financing; ● failure of industry or securities analysts to maintain coverage of us, changes in financial estimates by any industry or securities analysts that follow us or our failure to meet such estimates; ● market factors, including rumors, whether or not correct, involving us, our products, or our competitors; ● fluctuations in stock market prices and trading volumes of securities of similar companies; ● sales or anticipated sales of large blocks of our stock; ● short selling of our common stock by investors; ● additions or departures of key personnel; ● regulatory or political developments; ● changes in accounting principles or methodologies; ● litigation or governmental investigations; ● negative publicity about us in the media and online; and ● general financial market conditions or events.

additional needs for financing;

failure of industry or securities analysts to maintain coverage of us, changes in financial estimates by any industry or securities analysts that follow us or our failure to meet such estimates;

market factors, including rumors, whether or not correct, involving us, our products, or our competitors;

fluctuations in stock market prices and trading volumes of securities of similar companies;

sales or anticipated sales of large blocks of our stock;

short selling of our common stock by investors;

additions or departures of key personnel;

announcements of new truck locations, commercial relationships, acquisitions or entry into new markets by us or our competitors;

failure of any of our initiatives, including our brick and mortar strategy, to achieve commercial success;

regulatory or political developments;

changes in accounting principles or methodologies;

litigation or governmental investigations;

negative publicity about us in the media and online;

supply shortages for any of our product ingredients;

fluctuations in fuel costs nationally; and

general financial market conditions or events.

Our common stock is considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

Our common stock is considered to be a low-priced security, or a “penny stock,” under rules promulgated under the Exchange Act. A stock is considered to be a “penny stock” if it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three year period, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.

The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Securities Exchange Act of 1934. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

As an issuer of “penny stock”, the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, as our common stock is considered “penny stock”, we do not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

Future issuance of our common stock could dilute the interests of existing stockholders.

We may issue additional shares of our common stock in the future in connection with a financing or an acquisition. The issuance of a substantial number of shares of common stock could have the effect of substantially diluting the interests of our existing stockholders and any subsequent sales or resales by our stockholders could have an adverse ~~affect~~effect on the market price of our common stock.

FINRA sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

We have no plans to pay dividends.

To date, we have paid no cash dividends on our common shares. For the foreseeable future, earnings generated from our operations will be retained for use in our business and not to pay dividends.

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, 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.

As a public company, we have significant additional requirements for enhanced financial reporting and internal controls. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

We cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

Lack of experience as officers of publicly-traded companies of our management team may hinder our ability to comply with Sarbanes-Oxley Act.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the Sarbanes-Oxley Act’s internal controls requirements, we may not be able to obtain the independent auditor certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain.

21We have incurred the costs as a public company which may affect our profitability.

We have incurred increased costs as a public company which may affect our profitability.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. We are subject to the SEC’s rules and regulations relating to public disclosure. SEC disclosures generally involve a substantial expenditure of financial resources. Compliance with these rules and regulations significantly increase our legal and financial compliance costs and some activities are more time-consuming and costly. Management may need to increase compensation for senior executive officers, engage additional senior financial officers who are able to adopt financial reporting and control procedures, allocate a budget for an investor and public relations program, and increase our financial and accounting staff in order to meet the demands and financial reporting requirements as a public reporting company. Such additional personnel, public relations, reporting and compliance costs may negatively impact our financial results.

Because we became a public company by means of a reverse merger, and became a cannabis company we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we became public through a “reverse merger.” ~~Securities~~and ~~analysts~~became a cannabis company securities analysts of major brokerage firms may not provide our Company coverage since there is little incentive to brokerage firms to recommend the purchase of its common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on our behalf in the future.

“Emerging growth companies” are subject to lessened disclosure requirements.

“Emerging growth companies” as defined in the JOBS Act, permits certain qualifying companies to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

•● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; •● taking advantage of an extension of time to comply with new or revised financial accounting standards; •● reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and •● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have elected not to take advantage of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act and such election not use such transition period is irrevocable.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

Because our directors and executive officers are among our largest shareholders, they can exert significant control over our business and affairs and have actual or potential interests that may depart from investors.

~~Our directors and executive officers collectively~~As ~~and beneficially own 45.71%~~ of ~~outstanding~~September ~~common~~30, ~~stock.~~2017 ~~David~~our ~~Danhi~~directors, ~~our~~executive ~~Chief~~officers ~~Creative~~and ~~Officer~~affiliates collectively and ~~director,~~ beneficially ~~owns 22.42~~own or control 31% of ~~our~~ outstanding common stock. Additionally, the holdings of our directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other shareholders. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the following actions:

•● to elect or defeat the election of our directors; •● to amend or prevent amendment of our Certificate of Incorporation or By-laws; •● to effect or prevent a merger, sale of assets or other corporate transaction; and •● to control the outcome of any other matter submitted to our shareholders for vote.

Such persons’ stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

22We have a substantial number of convertible securities outstanding. The exercise of our outstanding warrants and conversion of our outstanding convertible notes can have a dilutive effect on our common stock.

WeIf the ~~have~~price aper ~~substantial~~share ~~number~~of our common stock at the time of exercise of any warrants or other convertible securities is in excess of ~~outstanding.~~the ~~The~~various exercise or conversion prices of such convertible securities and the holders of our convertible securities decide to convert such securities into shares of common stock, it will have a dilutive effect on our common stock. As of December 31, 2015, we had (i) outstanding warrants to purchase 10,322,284 shares of our common stock at a weighted average exercise price of $2.14 per share and (ii) outstanding convertible notes that, upon conversion, would provide note holders with an aggregate of 1,470,667 shares of our common stock. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our common stock and result in additional dilution of the existing ownership interests of our common stockholders.

~~our outstanding convertible notes can have a dilutive effect on our common stock.~~17

If the price per share of our common stock at the time of exercise of any warrants or other convertible securities is in excess of the various exercise or conversion prices of such convertible securities and the holders of our convertible securities decide to convert such securities into shares of common stock, it will have a dilutive effect on our common stock. As of December 31, 2014, we had (i) outstanding warrants to purchase 9,710,951 shares of our common stock at a weighted average exercise price of $2.08 per share and (ii) outstanding convertible notes that, upon conversion, would provide note holders with an aggregate of 711,667 shares of our common stock. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our common stock and result in additional dilution of the existing ownership interests of our common stockholders.

Item 1B. Unresolved Staff Comments.

Not applicable.

~~Item~~ ITEM 2. ~~Properties~~PROPERTIES

Our ~~principal~~corporate office is located at ~~151~~4570 ~~North~~Campus ~~Nob Hill Road~~Drive, ~~Suite~~ ~~321~~Suite 1, ~~Fort~~Newport ~~Lauderdale~~Beach, FLCA ~~33324. Our telephone number is (949) 478-2571.~~92660

~~The~~A ~~Company~~summary of ~~entered~~the ~~into~~offices aand ~~lease~~properties inwe ~~Gardena, California to~~ lease anor ~~approximately~~own ~~four~~are ~~thousand~~presented ~~square~~in ~~foot~~the ~~warehouse~~table ~~facility~~below. ~~The~~ ~~warehouse~~Our ~~facility~~facilities ~~will~~are beconsidered ~~used by the Company~~ to ~~store ingredients to~~ be ~~cooked~~in ongood ~~our trucks and to prepare certain of our products prior to being placed on our~~condition, ~~trucks. The~~adequate ~~lease~~for ~~began~~its onpurpose ~~July 1, 2013~~ and ~~runs~~suitably ~~through~~utilized ~~June~~according ~~30,~~to ~~2018, with a base rent beginning at $5,310 per month. The facility is currently operating at approximately 50% capacity based on~~ the ~~current~~requirements ~~number~~ of ~~Company operated and leased trucks. We believe that this facility can sustain our operations, including our intended expansion, over~~ the ~~next~~relevant ~~24 months~~operations.

Purpose

Location

Lease /
Own

Monthly
payment

Begin
Date

End Date

Term

Corporate Office

Newport Beach, CA

Lease

1,300

Month to month

Office

Portland, OR

Lease

2,198

6/1/2016

6/30/2019

37 months

Cultivation Facility

Medford, OR

Own

none

1	We rent 600 sq.ft. of office space which is sufficient for our needs
2	We rent a 1,600 sq.ft office space in Portland, OR
3	We own a 280 acre farm in Medford, OR

In 2016 we vacated and settled all obligations relating to the kitchen facilities in Gardenia, CA and Phoenix, AZ

Item 3. Legal Proceedings

In the normal course of our business, we may periodically become subject to various lawsuits. However, there are currently no legal actions pending against us or, to our knowledge, are any such proceedings contemplated.

Item 4. Mine Safety Disclosures

Not applicable.

2318

PART II

~~Item~~ ITEM 5. ~~Market~~MARKET ~~for~~FOR ~~Registrant~~REGISTRANT’sS ~~Common~~COMMON ~~Equity~~EQUITY, ~~Related~~RELATED ~~Shareholder~~STOCKHOLDER ~~Matters,~~MATTERS ~~and~~AND ~~Issuer~~ISSUER ~~Purchases~~PURCHASES ofOF ~~Equity~~EQUITY ~~Securities.~~SECURITIES

Market Information

Our common stock began trading on the ~~OTCQB~~ OTC Pink under the symbol “GRLD” in January of 2015. During the period from the initial listing in January 2015 through March 31, 2015, we have traded a total of 169,300 shares of common stock at prices between $1.20 and $6.00 and trading only occurred on a limited number of days. An active and liquid market may never exist for our stock.

An active and liquid market may never exist for our stock.

The following is a summary of the high and low closing bid prices of our Common Stock (rounded to the nearest penny) for the periods indicated, as reported by the OTC Markets Group, Inc. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions.

Closing Bid Price Per
	HIGH		LOW
Year Ending December 31, 2017
First Quarter	$	0.50	$	0.35
Second Quarter	$	0.45	$	0.35

Year Ended December 31, 2016
First Quarter	$	0.85	$	0.17
Second Quarter	$	0.34	$	0.09
Third Quarter	$	0.70	$	0.21
Fourth Quarter	$	0.62	$	0.26

Year Ended December 31, 2015
First Quarter	$	5.94	$	1.00
Second Quarter	$	1.93	$	1.00
Third Quarter	$	1.50	$	0.70
Fourth Quarter	$	1.22	$	0.57

Holders

AsOn August ~~of March 31~~30, ~~2015~~2017, ~~there~~we ~~are~~had approximately ~~193~~500 shareholders of record ~~holders~~ of our common stock.

Dividends

The Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant'’s business.

~~Recent~~Penny Stock ~~Sales of Unregistered Securities~~Regulations

~~Sales~~The SEC ofhas ~~our~~adopted ~~common~~ regulations that generally define “penny stock” ~~during~~to ~~the~~be ~~first~~an ~~three~~equity ~~quarters~~security that has a market price of less ~~the~~than ~~fiscal~~$5.00 ~~year~~per ~~were~~share. ~~reported~~Our inCommon ~~Item~~Stock, 2when ofand ~~Part~~if IIa oftrading market develops, may fall within the ~~Form~~definition 10of penny stock and be subject to rules that impose additional sales practice requirements on broker-Qdealers ~~filed~~who ~~for~~sell ~~each~~such ~~quarter~~securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

OnFor transactions ~~December~~covered ~~31,~~by ~~2014~~these rules, the ~~Company~~broker-dealer ~~completed~~must ~~its~~make ~~first~~a ~~closing~~special suitability determination for the purchase of ~~its~~such securities ~~best~~and ~~efforts~~have ~~private~~received ~~offering~~the (purchaser’s prior written consent to the ~~"10%~~transaction. ~~Note~~Additionally, ~~Offering")~~for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of upa risk disclosure document mandated by the SEC relating to $5the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative,~~000~~ current quotations for the securities and,~~000~~ ofif ~~10%~~the ~~Senior~~broker-dealer ~~Convertible~~is the ~~Promissory~~sole ~~Notes~~market-maker, (the ~~"10%~~broker-dealer ~~Notes")~~must disclose this fact and the broker- dealer’s presumed control over the market. Finally, ~~whereby~~monthly statements must be sent disclosing recent price information for the ~~Company~~penny ~~issued~~stock toheld ~~one~~in ~~accredited~~the account and information ~~investor~~on athe ~~10%~~limited ~~Note~~market in penny stocks. Consequently, the ~~aggregate~~“penny ~~principal~~stock” ~~amount~~rules may restrict the ability of ~~$350,000,~~broker-dealers to ~~pursuant~~sell our Common Stock and may affect the ability of investors to asell ~~subscription~~their ~~agreement~~Common ~~with~~Stock in the ~~investor~~secondary market.

The 10% Notes mature on June 30, 2016 (the "Maturity Date"), unless voluntarily converted by the purchaser. Prior to the Maturity Date, the 10% Notes are subject to a voluntary conversion at the election of the purchaser, whereby the purchaser may elect to convert the principal amount of the 10% Note, including all accrued but unpaid interests, into restricted shares of Common Stock at a conversion price of $2.00 per share (subject to adjustment for stock splits, stock dividends or similar events).19

~~In addition, each purchaser of the 10% Notes shall receive a warrant (the "10% Warrants") to purchase 50,000 shares of Common~~Recent ~~Stock~~Sales ~~for every 10% Note purchased in the principal face amount~~ of ~~$100,000.~~Unregistered ~~Such~~Securities ~~10% Warrants shall be exercisable~~ for ~~a period three years from~~ the ~~date~~year ofended ~~issuance~~December ~~at an exercise price of $4.00 per share. Accordingly~~31, the Company issued a 10% Warrant to purchase 175,000 shares of Common Stock to the investor. The issuance of the 10% Notes and 10% Warrants qualified for exemption under Rule 506(b) promulgated under Section 4(a)(2) of the Securities Act since the issuance of these securities by the Company did not involve a public offering.2016

This is the summary of the unregistered sales of our common shares in 2016:

	SHARES				Total
	Shares	Warrant	Conversion/		$ Amount
	Sold	Conversion	Sales Price		Sold
2016
Q1	none	-	-		-
Q2	none	-	-		-
Q3	1,449,604		$	.15 - $.25	$	267,500
Q4	400,000		$	.25	$	80,000
Total	1,849,604				$	347,500

This is the summary of the unregistered sales of our promissory and secured notes in 2016:

		NOTES
		$			Warrant
		Notes		Interest	Conversion	TERM
		Amount		Rate %	Price	MONTHS
2016				-	-	-
Q1			none	-	-	-
Q2			none	-	-	-
Q3	A	$	250,000	10%	0	24
Q4	B	$	265,000	Various	0	1
Total		$	515,000

A In September 2016 we sold a $250,000 note that was secured by the farm property we purchased in Oregon.

B In November and December 2016 we sold 6 unsecured promissory notes for a total of $265,000 in cash and in addition we issued these investors 500,000 shares of our common stock. The average life term of these notes is approximately 1 month with a range of interest rates. We also rolled over on of these notes for an additional 30 day term and in exchange we issued an additional 80,000 shares of common stock.

Repurchase of Equity Securities by the Issuer and Affiliated Purchasers

● None.

~~Item 6. Selected Financial Data~~20

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this ~~report~~prospectus. This discussion and analysis contains forward looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forwarding looking statements as a result of certain factors, including but not limited to, those which are not within our control.

Although we qualify as an “emerging growth company” as defined in the JOBS Act, and have elected not to take advantage of certain exemptions from various reporting requirements that are available to “emerging growth companies.”

Overview

~~TRIG Acquisition 1, Inc. was incorporated~~We inare ~~the~~a ~~State~~vertically ofintegrated ~~Nevada on December 31, 2009 as GSP~~cannabis-1,focused ~~Inc.~~agriculture ~~The~~company ~~Company~~that ~~was~~is ~~formed~~committed ~~as a vehicle~~ to ~~pursue~~cultivating aand ~~business~~providing ~~combination. On October 18, 2012 (~~the ~~“Closing~~highest ~~Date”), Trig Acquisition 1, Inc. (the “Company”) entered into a share~~quality ~~exchange~~medical ~~agreement (the “Exchange Agreement”) by~~ and ~~among~~recreational ~~(i) the Company~~cannabis, ~~(ii)~~as ~~Grilled~~well ~~Cheese,~~as ~~Inc.,~~other aagricultural ~~California corporation~~products, ~~(“Grilled~~such ~~Cheese”),~~as ~~(iii)~~herbs ~~GCT, Inc., a Nevada corporation~~ and ~~wholly-owned~~leafy ~~subsidiary of the Company (“GCT”)~~greens. The Company selected December 31 as its fiscal year end. On July 6, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its name from “GSP-1, Inc.” to “TRIG Acquisition 1, Inc.” On February 19, 2013, following the Share Exchange Transaction, the Company changed its corporate name from “TRIG Acquisition 1, Inc.” to “The Grilled Cheese Truck, Inc.”

~~From~~In May ~~inception~~2016 ~~until~~we ~~the~~decided ~~closing~~to ofdiscontinue ~~the Share~~our ~~Exchange~~food ~~Transaction,~~truck weoperations ~~solely~~and ~~existed~~in asSeptember a2016 ~~vehicle~~we tospun-out ~~pursue~~our afood ~~business~~operations ~~combination.~~to As a ~~result~~former company ofofficer ~~the~~in ~~Share~~exchange ~~Exchange Transaction,~~for we3 ~~ceased~~million ~~our~~shares ~~prior~~of ~~operations~~the oncompany’s ~~October~~stock ~~18,~~he ~~2012 and,~~owned ~~through~~upon ~~our~~satisfaction ~~wholly-owned~~of ~~subsidiary,~~the ~~Grilled~~terms ~~Cheese, now~~of ~~operate~~the asSettlement Agreements. aThese ~~gourmet~~shares ~~food~~are ~~truck~~to ~~Company,~~be ~~specializing~~held in ~~gourmet~~escrow ~~grilled~~until ~~cheese~~their release.

24In May 2016 we acquired several medicinal cannabis operations and our primary focus became the cultivation, manufacture, and distribution of medicinal and recreational cannabis.

~~Grilled Cheese~~Going forward, ~~Inc.~~our ~~was~~primary afocus ~~privately held~~is ~~California S corporation, incorporated~~ on ~~September 18, 2009. Immediately prior to~~ the ~~closing~~cultivation ofand ~~the~~distribution ~~Share Exchange Transaction, David Danhi was the majority shareholder~~ of ~~Grilled~~medicinal ~~Cheese. Grilled Cheese’s operations to date have consisted of sales of grilled cheese~~ and ~~food~~recreational ~~related items in their food trucks, business formation, strategic development, marketing, website development, negotiations with prospective licensees and franchisees and capital raising activities~~cannabis.

~~The Grilled Cheese Truck is a gourmet food~~We ~~truck~~changed ~~that sells various types of gourmet grilled cheese and other comfort foods principally in the Los Angeles, California area and in Phoenix, Arizona. Each of~~ our ~~trucks~~name currently makes approximately ten stops per week (lunch and dinner five days a week) at prearranged locations. We are a hub and spoke operator, whereby all the food preparation occurs at our kitchens which support streamlined operations within the truck by limiting truck activity to ~~assembly~~“American ~~and~~Patriot ~~grilling to focus on customer service~~Brands, ~~allowing the truck to achieve maximum revenues per hour and delivering melts, Tater Tots, soups and sides efficiently and consistently to its customers~~Inc.” ~~Our~~in ~~business~~September ~~model implements the use of social media and advance location booking to secure high sales per stop~~2016. ~~Our website, www.thegrilledcheesetruck.com lists the weekly schedule where the trucks will be stopping.~~

We are capitalizing on the burgeoning food truck industry through our established food service operations and social media strategy. Driving our growth, we have received national media visibility and as of the date of this report, have accumulated over 150,000 followers through a variety of social media platforms, including Facebook and Twitter. The gourmet food truck industry is in an early stage of development and is highly fragmented and is expected to grow year over year for the foreseeable future.

We believe that the use of social media allows us to communicate with a large group of an interested customers and our fan base in real time, letting them know exactly where and when our food trucks will be located. We believe that providing potential customers with up-to-date information regarding the time and location of our trucks helps promote and drive additional customers to our trucks, therefore increasing our sales at each prospective location. We believe we have established brand presence in certain locations, such as Southern California and Phoenix, Arizona, but have sustained losses to date.

We are currently an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act), which permits us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

•● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● taking advantage of an extension of time to comply with new or revised financial accounting standards; ● reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

• taking advantage of an extension of time to comply with new or revised financial accounting standards;

• reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Although we qualify as an emerging growth company under the JOBS Act, we have elected not to take advantage of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act and such election not use such transition period is irrevocable.

Results of Operations

Revenues:	For the Years Ended December 31,
			% of					% of			Amount			% of
	2015		Revenue			2014		Revenue			Increase / (decrease)
Food truck sales	$	2,004,655		78	%	$	2,392,342		66	%	$	(387,687	)		(16	%)
Catering and special events		522,428		20	%		710,446		19	%		(188,018	)		(26	%)
Licensed truck		37,406		2	%		547,233		15	%		(509,827	)		(93	%)
Total revenue	$	2,564,489		100	%	$	3,650,021		100	%	$	(1,085,532	)		(30	%)

Revenues decreased for the year in 2015 compared to 2014, due to the reduction in the amount of company and licensed food trucks in operation from 8 to 4 and many fewer catered events.

Cost of Sales:	For the Years Ended December 31,
			% of					% of			Amount			% of
	2015		Revenue			2014		Revenue			Increase / (decrease)
Food and beverage	$	733,452		29	%	$	899,847		25	%	$	(166,395	)		(18	%)
Food truck expenses		1,162,176		45	%		2,050,453		56	%		(888,277	)		(43	%)
Commissary and kitchen expenses		265,936		10	%		417,846		11	%		(151,910	)		(36	%)
Total cost of sales	$	2,161,565		84	%	$	3,368,146		92	%	$	(1,206,581	)		(36	%)

Food and beverage expenses consist of bread, cheese, meats, seafood and other types of foods and various types of beverages.

Food truck expenses consist of truck staff payroll, truck insurance, gas, repairs and maintenance and other truck related expenses.

The decrease in the cost of sales in 2015 compared to 2014 is due to the decrease in the number of trucks in operation from 8 (eight) to 4 (four) and fewer catered events.

Commissary and Kitchen expenses consist of occupancy, equipment and commissary employee compensation. The kitchen expenses decreased in 2015 compared to 2014 due to the closing of both kitchen operations in 2015 as compared to operating the two kitchens for most of 2014.

Operating Expenses:	For the Years Ended December 31,
			% of					% of			Amount			% of
	2015		Revenue			2014		Revenue			Increase / (decrease)
General and administrative	$	4,496,037		175	%	$	7,064,874		194	%	$	(2,568,837	)		(36	%)
Selling costs		275,333		11	%		223,322		6	%		52,011			23	%
Consulting expenses - related parties		602,758		24	%		74,357		2	%		528,401			711	%
Depreciation		85,007		3	%		75,357		2	%		9,650			13	%
Bad debts		61,377		2	%		278551		8	%		(217,174	)		(78	%)
Impairment of intangible asset		334,856		13	%		0		0	%		344,856			100	%
Total operating expenses	$	5,855,368		228	%	$	7,716,461		211	%	$	(1,861,093	)		(24	%)

General and administrative expenses consist of general corporate expenses, including but not limited to market development, insurance, professional costs, clerical and administrative overhead. The decrease in general and administrative expenses in 2015 compared to 2014 is primarily due to the decrease in stock compensation for consultants and executive compensation; and reduced legal, accounting and other public company expenses related to our being a publicly traded company.

Selling costs include, but are not limited to, marketing and promotion, printing, processing fees and utility vehicle rental which is used to transport employees to and from the food trucks. The increase in selling costs during the year ended December 31, 2015, compared to 2014 relates to certain marketing events held in Los Angeles and Phoenix

Consulting expense – related parties The increase is due to the increase in the number of our executive non-employees in 2015 compared to 2014.

The increase in Depreciation is related to the number of food trucks and service kitchens that were operated for a full year in 2015 as compared to part of the year in 2014

The decrease in Bad Debts is related to a reduction of license and catering income in 2015 and uncollectible non-reoccurring license revenue in 2014

Impairment – is related to the termination of our “Soupman” rights in 2015.

Other Income and Expenses

	For the Years Ended December 31,
				% of						% of			Amount			% of
Other Expenses:	2015			Revenue			2014			Revenue			Increase/(decrease)
Interest expense	$	(220,549	)		(9	%)	$	(273,783	)		-8	%	$	53,234			(19	%)
Amortization		(436,296	)		(17	%)		(410,039	)		-11	%		(26,257	)		(6	%)
Other income from asset sale		-						406,200			11	%		(406,200	)		(100	%)
Loss on settlement of debt		(37,213	)		(1	%)		0			0	%		(37,213	)		(100	%)
Total other expenses	$	(694,057	)		(27	%)	$	(277,622	)		-8	%	$	416,435			150	%

Other Income (Expenses) – includes the recognition of other income from asset sale, interest, amortization and loss on settlement of debt. The changes in other income (expenses) are primarily due to us recognizing net other income of $406,200 in 2014, an increase in amortization of debt discount related to debt satisfied during the year ended December 31, 2014 and was amortized through that period offset by an increase in interest expense primarily attributable to the excess of fair value of shares of our Common Stock in excess of the carrying value of the liabilities settled during the first quarter of 2014.

Liquidity and Capital Resources

	For the Years Ended December 31,
							Amount			% of
	2015			2014			Increase / (decrease)

NET CASH USED IN OPERATING ACTIVITIES	$	(1,539,895	)	$	(2,454,023	)	$	914,127			37	%
NET CASH USED IN INVESTING ACTIVITIES		(228,400	)		18,409			(246,809	)		(1341	%)
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,420,196			2,726,314			(1,321,158	)		(48	%)
NET CHANGE IN CASH		(348,099	)		305,740			(653,839	)		(214	%)
CASH AT END OF PERIOD	$	0		$	348,099		$	(348,099	)		(100	%)

Going Concern

~~The report of our independent registered~~We ~~public~~have ~~accounting~~never ~~firm~~reported ~~on our consolidated financial statements for the year ended December 31, 2014 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our~~ net ~~losses totaling $7,712,208 of which $5,273,225 were non-cash items and cash used in operations totaled $2,438,983~~income. ~~Our~~We ~~business~~incurred ~~will require significant amounts of capital to sustain operations and make the investments we need to execute our longer term business plan. Our~~ net ~~loss~~losses for the ~~year~~years ended December 31, ~~2014~~2015 ~~was $7,712,208~~and 2014 and ~~the~~have ~~deficit~~an accumulated deficit byof usapproximately ~~since inception amounts to~~ $~~15,628,986~~21.8 asmillion ofat December 31, ~~2014~~2015. These matters raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

~~In order to continue as a going concern~~At ~~and~~December ~~achieve~~31, ~~a profitable level of operations~~2015, we ~~will~~had ~~need, among other things, additional capital resources. Management’s plan to continue as~~ a ~~going~~working ~~concern includes raising~~ capital ~~through~~deficit ~~increased sales and growing operations to profitability with the proceeds~~ of ~~additional~~approximately ~~financings~~$6.9 ~~through~~million. ~~equity~~At orDecember ~~debt~~31, ~~transactions. However~~2015, ~~management cannot provide any assurances that~~ we ~~will~~were ~~be successful in accomplishing any of our plans. Our ability to continue as a going concern is dependent upon the management’s~~overdrawn ~~ability to successfully implement the plans described above. Management also cannot provide any assurance that unforeseen circumstances that could occur~~ at ~~anytime within~~ the ~~next~~bank ~~twelve~~by ~~months~~approximately or$27,000, ~~thereafter~~compared ~~will not increase the need for us~~ to ~~raise~~a ~~additional~~cash ~~capital on~~balance anof ~~immediate~~approximately ~~basis.~~$348,000 ~~There~~at ~~can~~December ~~be no assurance that we will be able to continue to raise funds in debt or equity financings~~31, in ~~which case the Company may be unable to meet its obligations~~2014.

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. Since our inception, we have raised capital through private sales of preferred stock, common stock, and debt securities. Our future success is dependent upon our ability to achieve profitable operations and generate cash from operating activities. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support our operations.

We anticipate requiring additional capital for making additional acquisitions and the commercial development of our subsidiaries.

We will need to raise additional funds through public or private financing, additional collaborative relationships or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support our operations, or if we are able to raise capital, that it will be available to us on acceptable terms, on an acceptable schedule, or at all.

The issuance of additional securities may result in a significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming these loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

NET CASH USED IN OPERATING ACTIVITIES for the Year ended December 31, 2015

Net cash used in operations was $1,539,895 for the year ended December 31, 2015 consists primarily of our net loss of approximately $6.1 million less non-cash expense and payments of approximately $4.6 million as follows:

Non Cash expenses & payments
Depreciation & Amortization	$	521,303
Fair value of securities issued for compensation & vendor payments		673,800
Impairments & bad debts		396,233
Net change in current asset & liability accounts		3,015,270
Total	$	4,606,607

NET CASH USED IN INVESTING ACTIVITIES for the Year ended December 31, 2015

Net cash used in investing activities was $228,400 for the year ending December 31, 2015. We invested:

	●	$200,000 for the rights for a Soupman franchise [subsequently impaired – no soup for us!]
	●	$28,400 for food service equipment.

NET CASH PROVIDED BY FINANCING ACTIVITIES for the Year ended December 31, 2015

Net cash provided by financing activities of $1,420,196 during the year ended December 31, 2015 consists of the net proceeds from the sale of:

●	Convertible notes and promissory notes (net of Debt Discount of $330,000)	$	1,293,027
●	Common Stock	$	100,000
●	Bank Overdraft	$	27,169

Financial Position at December 31, 2015

Balance Sheet Data							Increase
	2015			2014			(Decrease)

Cash (overdraft)	$	(27,169	)	$	348,099		$	(375,268	)
Other current assets		20,338			76,787			(56,449	)
Net fixed assets		49,190			240,652			(191,462	)
Other assets		63,395			87,755			(24,360	)

Accounts payables & accrued expenses		4,486,104			1,912,540			2,573,564
Amounts due to related parties		499,465			214,625			284,840
Current portion of notes payable		1,911,434			270,957			1,640,477
Long-term portion of notes payable		-			523,124			(523,124	)
Net stockholders deficit		(6,791,250	)		(2,167,953	)	$	(4,623,297	)
Working capital deficit	$	(6,903,835	)	$	(1,973,236	)		(4,930,599	)

The Company had a bank overdraft of approximately $27,000 and a working capital deficiency of approximately $7.1 million (including notes payable) at December 31, 2015.

Current assets and net fixed assets decreased in 2015 primarily due to the reduction in our business operations resulting in fewer accounts receivable and the disposal of food production equipment.

Other assets decreased due to a decrease of approximately $25,000 in rental deposits.

Accounts payable and accrued expenses increased due to the slowing in the payment of accounts payable of approximately $937,000 and executive compensation of approximately $1,485,000.

The current and the long-term portion of notes payable increased approximately $1,641,000 as notes payable became the primary source of funding for us.

Results of Operations:

Years Ended December 31, 2014 and 2013

The following table summarizes changes in selected operating indicators, illustrating the relationship of various income and expense items to food and beverage sales for the respective periods presented:

	Twelve Months Ended December 31, 2014			% of Revenue			Twelve Months Ended December 31, 2013			% of Revenue
Revenue:
Food truck sales	$	2,392,342			66	%	$	1,484,802			73	%
Catering and special events		710,446			19	%		424,116			21	%
Licensed truck		547,233			15	%		120,414			6	%
Total revenue		3,650,021			100	%		2,029,332			100	%
Cost of Sales:
Food and beverage		899,847			25	%		659,683			33	%
Food truck expenses		2,050,453			56	%		1,004,571			50	%
Commissary and kitchen expenses		417,846			11	%		468,805			23	%
Total cost of sales		3,368,146			92	%		2,133,059			105	%
Gross Profit (Loss)		281,875			8	%		(103,727	)		-5	%
Operating Expenses:
General and administrative		7,076,901			194	%		2,532,334			125	%
Selling costs		211,295			6	%		293,648			14	%
Consulting expense – related parties		74,357			2	%		1,652,087			81	%
Depreciation		75,357			2	%		12,120			1	%
Bad debts		278,551			8	%		—			0	%
Amortization of intangible assets		—			0	%		4,035			0	%
Impairment of fixed assets		—			0	%		142,309			7	%
Impairment of intangible assets		—			0	%		134,909			7	%
Total operating expenses		7,716,461			211	%		4,771,442			235	%
Loss From Operations		(7,434,586	)		-204	%		(4,875,169	)		-240	%
Other Income (Expenses):
Interest expense		(267,553	)		-7	%		(335,486	)		-17	%
Interest expense - related party		(17,248	)		0	%		(1,521	)		0	%
Loss on disposition of equipment		(43,800	)		-1	%		—			0	%
Interest income		11,018			0	%		2,784			0	%
Other income from asset sale		450,000			12	%		—			0	%
Amortization of debt discount		(174,071	)		-5	%		(321,568	)		-16	%
Amortization of deferred finance costs		(235,968	)		-6	%		(88,638	)		-4	%
Amortization of restricted shares		—			0	%		(8,000	)		0	%
Gain on settlement of debt		—			0	%		14,679			1	%
Total Other Expense		(277,622	)		-8	%		(737,750	)		-36	%
Loss before provision for income tax		(7,712,208	)		-211	%		(5,612,919	)		-277	%
Provision for income tax (benefit) expense		—			0	%		—			0	%
Net loss	$	(7,712,208	)		-211	%	$	(5,612,919	)		-277	%

Revenue. The increase in sales during the year ended December 31, 2014, when compared to the comparable prior year periods, is primarily due to the increased number of trucks and the popularity of the Company's truck sales and catered events. The per truck revenue decreased during 2014. We also recognized an area licensing fee of $200,000 and $300,000 during the third and fourth quarter of 2014, respectively and licensing revenue increased during 2014.

We believe our revenues for 2015 will continue to increase when compared to the prior year periods.

Cost of sales. Cost of sales is mainly comprised of food and beverage products used to make grilled cheese sandwiches, other food products, beverages and paper products and the operating costs related to the food truck, including food truck employee compensation and benefits, commissary kitchen costs, maintenance and fuel. The increase in cost of sales is primarily related to the increase in the number of trucks in the fourth quarter of 2013, the popularity of the Company’s truck sales and catered events as well as the start-up costs for the additional source of revenue generated from company and our licensed truck sales.

Food and beverage expenses consist primarily of bread, cheese, meats, seafood and other types of foods and various types of beverages. The increase in food and beverage cost of sales during the year ended December 31, 2014, when compared to the comparable prior year period, is primarily related to the increase in sales, slightly offset by a more efficient deployment of the types of food by trucks as we gain experience in the demand of our products.

Food truck expenses consist of truck staff payroll, truck insurance, gas, repairs and maintenance and other truck related expenses. The increase in food truck cost of sales was primarily related to the expansion of the Company’s operations in Phoenix and Los Angeles. This increase in Food truck expenses was related to startup costs and training of truck staff personnel for expanding operations from three (3) to eleven (11) trucks during the year ended December 31, 2014 when compared to prior year periods. Additionally, during the year ended December 31, 2014, we participated in a few events located outside Phoenix and Los Angeles, such as Las Vegas and South Dakota, to showcase our products for licensing purposes which increased our food truck expenses during such period. We did not attend such events during the year ended December 31, 2013.

Kitchen expenses consist of occupancy, equipment and commissary employee compensation. The kitchen expenses decreased during the year ended December 31, 2014 when compared to the comparable prior year period due to better purchasing practices.

We believe our costs of sales for 2015 will continue to increase commensurate with our expected increase in revenues.

Gross profit. The change in gross profit relates to the increase in the aforementioned revenues, food and beverage costs as well as food truck expenses and kitchen expenses.

Our gross profit and gross profit margin is a function of our increase in non-licensing revenues and the timing of the costs of sales we incur, some of which are fixed in nature (kitchen expenses), some of which are semi-fixed (food truck expenses), and some of which are variable (food expenses).

General and administrative expenses. General and administrative expenses consists of general corporate expenses, including but not limited to market development, insurance, professional costs, clerical and administrative overhead. The increase in general and administrative expenses during the year ended December 31, 2014 is primarily related to the expenses associated with the increased consulting fees, professional fees and executive compensation, which are needed to expand the business and support its growing operations and prepare the Company for public trading, which were mostly incurred during the first half of 2014. Additionally, the increase in general and administrative expenses during the year ended December 31, 2014 over those incurred during the year ended December 31, 2013 is due to the value of stock compensation for consultants, executive compensation and charitable contributions made during the year ended December 31, 2014.

Selling costs. Selling costs include, but are not limited to, marketing and promotion, printing, processing fees and utility vehicle rental which is used to transport employees to and from the food trucks. The decrease in selling costs during the year ended December 31, 2014, when compared to the comparable prior year periods, relates to certain marketing events held in Los Angeles and Phoenix when we opened these markets during the first half of 2013, which we did not have to incur during the year ended December 31, 2014. Our selling costs during the year ended December 31, 2014 were at comparable levels than those incurred during the second half of the year ended December 31, 2013.

Consulting expense, related party. The decrease in consulting expenses-related parties is primarily due to the termination of a number of agreements with such parties which occurred during the latter part of fiscal 2013.

Depreciation. The increase in depreciation relates to the addition of fixed assets during the third quarter of fiscal 2013, which were reflected for the full year presented in 2014 but only two months during the periods presented in 2013.

Bad debts. During the year ended December 31, 2014, we created an allowance for doubtful accounts receivable and notes receivable of $51,723 and $226,828, respectively as compared to $0 during the same period in 2013.

Other Income (Expenses). Other income (expenses) include recognition of deferred revenue, interest, amortization and bad debt expense. The changes in other income (expenses) are primarily due to us recognizing deferred income of $450,000 in 2014, an increase in amortization of debt discount related to debt satisfied during the year ended December 31, 2014 and was amortized through that period offset by an increase in interest expense primarily attributable to the excess of fair value of shares of our Common Stock in excess of the carrying value of the liabilities settled during the first quarter of 2014.

Net loss. Net loss for the year ended December 31, 2014 increased by $2,099,289 to a loss of $7,712,208 from a loss of $5,612,919 for the same period in 2013.

Liquidity and Capital Resources

The accompanying audited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The business will require significant amounts of capital to sustain operations and make the investments it needs to execute its longer term business plan. The Company had cash of $348,099 and working capital deficiency approximately $2.0 million at December 31, 2014. The Company’s cash and working capital amounts were derived from the proceeds of financing transactions through the issuance of notes, convertible notes and Common Stock purchase warrants and shares of our Common Stock. The Company’s net loss for the year ended December 31, 2014 was approximately $7.7 million and our accumulated deficit amounts to $15.6 million as of December 31, 2014. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plan to continue operating as a going concern includes raising capital, which could further dilute our existing Shareholders, and to implement the execution of its business plan to become cash flow positive from the completion of its offering and equity financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon the management’s ability to successfully implement the plans described above, including securing additional sources of financing and attain profitable operations. Management also cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. There can be no assurance that we will be able to continue to raise funds in which case the Company may be unable to meet its obligations.

The Company's liquidity and capital needs relate primarily to working capital and other general corporate requirements. To date, the Company has funded its operations with convertible loans and by the sale of Common Stock and through private placement offerings.

Year ended December 31, 2014

Cash used in operations of $2,438,983 during the year ended December 31, 2014 consists primarily of our net loss of approximately $7,712,000, adjusted by depreciation and amortization of approximately $485,000, and the fair value of options, warrants, and shares of our Common Stock of approximately $3,779,000. Additionally, our accounts payable and accrued compensation, included payables to related parties, and accrued interest decreased by approximately $381,000 during the year ended December 31, 2014, as we delayed cash payments with certain agreeable parties to keep a certain level of liquidity and ultimately satisfied certain payable and accrued compensation aggregating approximately $655,000 by issuing shares of our Common Stock.

Net cash provided by investing activities was $18,409 for the year ending December 31, 2014. The Company purchased approximately $6,600 of computer equipment, food service equipment and equipment for the Company’s trucks and received proceeds from the disposition of equipment of $25,000 during the year ended December 31, 2014.

Cash provided by financing activities of $2,726,314 during the year ended December 31, 2014 consists primarily of proceeds generated from the issuance of shares of our Common Stock, convertible notes and promissory notes, which amounted to $2,840,625, offset by principal repayments of notes payable aggregating $104,000. Additionally, the Company issued shares of its Common Stock to satisfy obligations under convertible promissory notes and accrued interest aggregating approximately $3,621,000.

Year ended December 31, 2013

Cash used in operations of $2,562,237 in the year ended December 31, 2013 was primarily attributable to the net loss of $5,612,919 offset by adjustments totaling $3,050,682, which primarily relates to an increase in accounts receivable of $12,528, increase in prepaid expenses and other assets of $61,606, an increase in notes receivable of $226,828, net increase in accounts payable – related parties and accounts payable of $1,112,545, an increase in deferred finance costs of $179,350, an increase in accrued interest of $326,024, an increase in accrued compensation of $124,500, common stock, options and warrants issued for services of $1,273,190, an increase in impairment expense of $277,218, a gain on settlement of debt of $14,679 and $442,360 of depreciation and amortization.

Net cash provided by investing activities was $397,494 for the year ending December 31, 2013. The Company purchased computer equipment, food service equipment and equipment for the Company’s trucks and received proceeds from deferred sale of intangible assets during the year ended December 31, 2013.

Cash provided by financing activities of $2,129,068 during the year ended December 31, 2013 consists primarily of proceeds generated from the issuance of our convertible notes of $1,996,200. Additionally, we had proceeds of $130,000 related to a subscription agreement, $44,000 from proceeds of a promissory note and we had payments totaling $41,132 which were payments made for notes payable and a repayment of a loan from a shareholder.

Financial Position

The Company's liquidity and capital needs relate primarily to working capital and other general corporate requirements. Since inception, the Company raised approximately $3,520,000 in senior secured notes, of which $3,150,000 was converted into shares of our Common Stock as of December 31, 2014, and $2.3 million through the issuance of our shares of Common Stock during the year ended December 31, 2014. Management plans to continue raising capital to implement the expansion plan and become cash flow positive within twelve months. The Company expects to use the proceeds for operating and working capital, significantly expanding the number of trucks, opening stores and paying professional fees.

Total assets decreased at December 31, 2014 primarily due to a decrease in our property and equipment, including vehicles held for sale by approximately $242,000 following the sale of a number of trucks as well as depreciation and we wrote down approximately $521,000 of accounts and notes receivables and due from licensee.

Total liabilities decreased by $3.3 million, primarily from the conversion of convertible promissory notes.

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 3 to our consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.

For other critical accounting policies, please refer Note 3 – Summary of Significant Accounting Policies in notes to consolidated financial statements.

Recently Issued Accounting Pronouncements

~~The FASB has issued ASU No. 2014~~Intra-~~12, Compensation~~Entity –Transfers ~~Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms~~ of anAssets ~~Award~~Other ~~Provide~~Than That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.Inventory

~~The~~In October ~~FASB has issued ASU No. 2014-09~~2016, ~~Revenue from~~ ~~Contracts with Customers. This ASU supersedes~~ the ~~revenue~~FASB ~~recognition~~issued ~~requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific~~ guidance ~~throughout~~that requires the ~~Codification.~~income ~~The~~tax ~~standard~~consequences ~~requires~~of ~~that~~ an intra-entity ~~recognizes~~ ~~revenue to depict the~~ transfer of ~~promised~~an ~~goods~~asset orother than ~~services~~inventory to ~~customers~~be inrecognized anwhen ~~amount~~the ~~that~~transfer ~~reflects~~occurs ~~the~~instead ~~consideration to~~of ~~which~~when the ~~company~~asset ~~expects~~is sold to bean ~~entitled~~outside ~~in exchange for those goods or services~~party. ~~This~~The ~~ASU~~new guidance is effective onbeginning ~~January~~with 1,the ~~2017~~first ~~and should~~quarter beof ~~applied~~our ~~retrospectively~~2019 tofiscal ~~each~~year ~~prior~~(with ~~reporting~~early ~~period~~adoption ~~presented~~permitted oras ~~retrospectively~~of ~~with~~ the ~~cumulative~~beginning ~~effect~~ of ~~initially~~an ~~applying~~annual ~~the~~period). ~~ASU~~The ~~recognized~~guidance atis ~~the~~required ~~date~~to ofbe ~~initial~~adopted ~~application.~~retrospectively ~~The~~by ~~Company~~recording ~~has~~a ~~not~~cumulative- ~~yet~~effect ~~determined~~adjustment ~~the~~to ~~effect~~retained earnings as of the ~~adoption~~beginning of ~~this~~ ~~standard~~the ~~and~~adoption itperiod. isWe ~~not~~are ~~expected~~assessing tothe ~~have~~potential ~~a material~~ impact onthis ~~the~~guidance ~~Company’s~~will ~~condensed~~have ~~consolidated~~on ~~financial~~its ~~position~~financial ~~and results of operations~~statements.

~~In August 2014, the FASB issued a new accounting~~Stock ~~standard~~Compensation ~~which~~- ~~requires~~Employee ~~management~~Share-Based to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements.Payments

~~The~~In March ~~Company~~2016, ~~does~~the ~~not~~FASB ~~expect~~issued ~~the~~guidance ~~adoption~~ to amend certain aspects of ~~recently~~accounting ~~issued~~for employee share-based awards, including accounting for ~~pronouncements~~income taxes related to ~~have~~those atransactions. ~~significant~~This ~~impact~~guidance will require recognizing excess tax benefits and deficiencies (that result from an increase or decrease in the fair value of an award from grant date to the vesting date or exercise date) on share-based compensation arrangements in the ~~Company's~~tax ~~results~~provision, instead of ~~operations~~in equity as under the current guidance. In addition, ~~financial~~these ~~position~~amounts orwill be classified as an operating activity in the statement of cash flows, instead of as a financing activity, hi addition, cash paid for shares withheld to satisfy employee taxes will be classified as a financing activity, instead of as an operating activity. The guidance is effective beginning in the first quarter of our 2018 fiscal year (with early adoption permitted) and is required to be adopted as follows:

●	Prospectively for the recognition of excess tax benefits and deficiencies in the tax provision.
●	Retrospectively or prospectively for the classification of excess tax benefits and deficiencies in the statement of cash flows.
●	Retrospectively for the classification of cash paid for shares withheld to satisfy employee taxes in the statement of cash flows.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842) “ (“ASU 2016-02”). ASU 2016-02 requires entities to recognize right-of-use assets and lease liabilities on the balance sheet for the rights and obligations created by all leases, including operating leases, with terms of more than 12 months. The new standard also requires additional disclosures on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The new standard will be effective for us on January 1, 2019. Early adoption is permitted. We are in the process of evaluating the impact the adoption of this standard will have on its consolidated financial statements and related disclosures.

Balance Sheet Classification of Deferred Taxes

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The new standard is effective for public entities for annual periods beginning after December 15, 2016, with early adoption allowed on either a prospective or retrospective basis. We adopted ASU 2015-17, on a prospective basis, for our annual period ended December 31, 2015. Accordingly, the accompanying consolidated balance sheets at December 31, 2016 and 2015 reflect the presentation of deferred tax assets and deferred tax liabilities in accordance with ASU 2015-17.

Inventory Measurement

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”), which requires entities to measure inventory at the lower of cost and net realizable value (“NRV”). ASU 2015-11 defines NRV as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The ASU will not apply to inventories that are measured by using either the last-in, first-out method or the retail inventory method. The guidance in ASU 2015-11 is effective prospectively for fiscal years beginning after December 15, 2016, and interim periods therein. Early adoption is permitted. Upon transition, entities must disclose the nature of and reason for the accounting change. We do not expect that the adoption of this standard will have a material effect on its consolidated financial statements.

Going Concern Disclosures

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties hi the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual and interim reporting periods ending after December 15, 2015, with early adoption permitted. We do not expect that the adoption of this standard will have a material effect on its consolidated financial statements.

Our primary market risks are attributable to fluctuations in commodity prices and interest rates. These fluctuations can affect revenues and cash flow from operating, investing and financing activities.

Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and is required to be applied retrospectively. Early adoption is permitted and we adopted ASU 2015-03 in the second quarter of 2015. Subsequently, in August 2015, the FASB issued No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 codifies the SEC’s position that it would be allowable for an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.

We retrospectively adjusted our December 31, 2015 balance sheet by decreasing other assets by approximately $259,000 and the current portion of long-term debt by approximately $259,000. In accordance with ASU 2015-15, we will continue presenting debt issuance costs for our asset-based revolving credit facility as an asset because of the potential volatility of borrowings and repayments under the facility. The adoption of this guidance had no impact on our results of operations or cash flows.

Commodity Price Risk

Our most significant market risk relates to fluctuations in marijuana prices. Management expects the prices of these commodities to remain volatile and unpredictable. As these prices decline or rise significantly, revenues and cash flow will also decline or rise significantly.

Interest Rate Risk

At December 31, 2015, we had no outstanding variable-rate debt and $1,911,434 of principal fixed-rate debt.

Credit Risk

Our exposure to non-payment or non-performance by our customers and counterparties presents a credit risk. Generally, non-payment or non-performance results from a customer’s or counterparty’s inability to satisfy obligations. We may also be exposed to credit risk due to the concentration of our customers in the medical marijuana industry, as our customers may be similarly affected by changes in regulatory and legal conditions in the states and municipalities in which we operate.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Inflation

We do not believe that inflation has had a material effect on our Company’s results of operations.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

~~Not~~The Company ~~applicable~~did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2015 with the exception of its notes payable. The carrying amounts of these liabilities at December 31, 2015 are approximate their respective fair value based on the Company’s incremental borrowing rate.

Item 8.

Financial Statements and Supplementary Data

The information required by this item appears beginning on page F-1 following the signature pages of this report and is incorporated herein by reference.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures.

We carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” and “internal control over financial reporting” as of the end of the period covered by this Annual Report.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this Annual Report (the “Evaluation Date”), pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

~~Management's Annual Report on Internal Control over Financial Reporting~~28

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated 2013 Framework. Internal control over financial reporting is a process designed 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 (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

1)	lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;
2)	inadequate segregation of duties consistent with control objectives;
3)	ineffective controls over period end financial disclosure and reporting processes; and
4)	lack of accounting personnel with adequate experience and training.

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As of the date of this Annual Report, the Company does not intend to remedy the foregoing and therefore such material weaknesses in our control environment and financial reporting process will continue.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permits the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, ~~2014~~2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

30● None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth certain information concerning our executive officers and directors as of the date of the Annual Report:

Name	~~Age~~Since	~~Position~~To	Director or Officer Position
David Danhi	47	Chief Creative Officer and Director
Robert Y. Lee	2012	current	CHB, CEO, CFO & Director
Algie Hodges	57	Chief Executive Officer and Director
Brian Pallas	2016	current	Interim COO & Director
Robert Y. Lee	52	Executive Chairman, Director
James Anderson	2016	current	Director
Peter Goldstein	52	Director, President, Interim Chief Financial Officer, Treasurer and Secretary
David Danhi	2013	2016	Former CCO & Director
General Wesley Clark	70	Director and Senior Veterans Advisor
Algie Hodges	2015	2016	Former CEO & Director
Deepak Devaraj	362013	~~Director, Director of Business Development~~2016	Former Director
General Wesley Clark	2013	2016	Former Director
Peter Goldstein	2013	2015	Former CFO & Director
Peter Freix	2015	2016	Former Director
Scott Cosper	2015	2016	Former CFO

~~David Danhi, Chief Creative Officer~~Robert ~~and Director~~Y. ~~Since September 6~~Lee, ~~2013,~~Chairman ~~Mr. Danhi has served as our Chief Creative Officer. From October 18, 2012 through September 6, 2013, Mr. Danhi served as our Chief Executive Officer and served as a director~~ of the ~~Company~~Board since October 18, 2012. Mr. Danhi was the founder and creative culinary management behind the Grilled Cheese, Inc. since 2009 at formation. Mr. Danhi has been engaged in the restaurant and food business for over 30 years with his melts having appeared on numerous lists being named some of ~~the best grilled cheese creations in the industry. Mr. Danhi also owns and manages DD Factor~~Directors, aCEO ~~hospitality~~& ~~recruiting~~CFO ~~company which he bought in 2005 and~~ has ~~been~~served ~~in operation since 1959. DD Factor has been an integral part of identifying management for southern California restaurants. Before buying~~ the company, Mr. Danhi spent six successful years as a recruiter at DD Factor (previously known as Factor and Associates before he changed its name upon his successful purchase). Mr. Danhi’s culinary career includes Company Executive Chef at Kings Seafood Company from 1996 to 1999 and Opening Chef at Habana Restaurant in ~~Costa Mesa,~~ a ~~Nuevo Latino~~number restaurant that received best new restaurant in Orange County in 1995. Mr. Danhi was also Executive Chef at the now Michelin stared Water Grill restaurant from 1996 to 1998. From 1990 to 1992, Mr. Danhi was Executive Chef at the Roxbury Supper Club in Hollywood. In addition, Mr. Danhi held the Executive Chef position at Georgia restaurant in Hollywood from 1993 to 1995. At Georgia, Mr. Danhi received numerous accolades including the Robert Mondovi Award of ~~Culinary~~executive Excellence (naming him one of the country's top rising star chefs in 1994), best restaurant of the year in 1993 by numerous magazines including Bon Appétit, Esquire and Travel and Leisure, and best crab cakes in Los Angeles two years in a row.positions:

Mr. Danhi is qualified to serve on our Board of Directors because of his experience in the food industry and as founder of the Grilled Cheese, Inc.

ROLE:	From	To
Chairman of the Board	2012	current
CEO	May 2016	current
CEO	July 2013	January 2015
CFO	May 2016	current
CFO	June 2013	September 2013

~~Algie Hodges, Chief Executive Officer~~Mr. ~~and~~Lee ~~Director.~~was ~~Since~~the ~~January 26~~Founder, ~~2015,~~Chairman ~~Mr.~~and ~~Hodges has served as our~~ Chief Executive Officer ~~and as a director~~ of ~~the Company~~U. ~~Prior~~S. toDry ~~joining our Company~~Cleaning, ~~Mr.~~the ~~Hodges~~largest ~~served~~operator ~~as Vice President~~ of ~~Operations~~dry atcleaning ~~Smoothie King Franchise, Inc., from October~~operations ~~2013~~in tothe ~~October~~United ~~2014~~States. ~~From June 2013 to October 2013,~~ Mr. ~~Hodges~~Lee was ~~employed~~an byindependent ~~Mapco~~investor ~~Mart~~from ~~Express~~2001 asthrough ~~its~~2005 ~~Vice~~and ~~President~~became Chairman of ~~Food and Beverage~~U.S. ~~From~~Dry ~~September~~Cleaning ~~2011~~in ~~to December 2013,~~ 2005. Mr. ~~Hodges~~Lee ~~served~~successfully asrestructured ~~Vice~~the ~~President~~company ofin ~~Operations~~2010 ~~for~~and ~~Fazoli’s~~2011 ~~System Management,~~pursuant ~~Inc.,~~to a ~~quick-service~~Chapter ~~Italian~~11 ~~restaurant~~reorganization, ~~chain.~~positioning ~~From~~the ~~January~~company for ~~2009~~the tonext ~~January~~generation ~~2011~~of activity, ~~Mr.~~overseeing ~~Hodges~~financing, ~~served~~secured asnew ~~Region~~management ~~Vice President,~~and ~~Vice~~oversaw ~~President~~the ~~Eastern~~development ~~Seaboard~~of ~~for~~a ~~Dunkin~~pipeline ~~Brands,~~of accretive ~~Inc~~acquisitions.

~~Mr.~~From 1981 ~~Hodges~~through is2000 ~~qualified~~Mr. toLee ~~serve~~led onthe ~~our Board~~growth of ~~Directors~~Video ~~because~~City, ofInc., ~~his operational experience as~~ a ~~veteran~~California-based ~~executive~~operator ~~with~~of ~~experience~~video inretail ~~strategic~~stores. ~~planning,~~Under ~~profit/loss~~his leadership ~~accountability,~~Video ~~marketing~~City, ~~sales~~Inc. ~~growth~~opened, ~~rapid unit growth~~acquired, ~~acquisitions~~managed, ~~change management~~ and ~~business~~operated ~~turn-arounds~~over in500 ~~the~~video retail ~~food~~ ~~service industry~~stores.

~~Robert Lee, Director. Mr. Lee~~Starting ~~is currently our Executive Chairman of the Board of Directors. From June 24, 2013 to September 6, 2013, Mr. Lee served~~ as our Principal Financial Officer and has served as our Chairman of the Board since July 2012. Mr. Lee served as the Company’s Interim Chief Executive Officer from July 2013 until January 2015. Mr. Lee is an entrepreneur and an experienced capital markets executive. Mr. Lee was the Founder, Chairman and Chief Executive Officer of U.S. Dry Cleaning, the largest operator of dry cleaning operations in the United States. Mr. Lee was an independent investor from 2001 through 2005 and became Chairman of U.S. Dry Cleaning in 2005. Mr. Lee successfully restructured the company in 2010 and 2011 pursuant to a Chapter 11 reorganization, positioning the company for the next generation of activity, overseeing financing, secured new management and oversaw the development of a pipeline of accretive acquisitions. Mr. Lee’s career spans 30 years of retail consumer experience. He has opened, acquired, managed, and operated over 500 video retail stores from 1981 through 2000. As CEO or Chairman, he lead and completed Reverse Mergers, an IPO, multiple M&A transactions, having generated over $100 million in capital formation through both institutional and high net worth investors. Mr. Lee led the growth of Video City, Inc., a formerly California-based operator of video retail stores, from an 18 store regional chain ~~to more than 130 video rental stores located~~ in 12198, ~~states.~~by ~~As of~~ March 2000 (following the sale of forty-nine stores located in Oregon and Washington to Blockbuster, Inc.), ~~in conjunction with management of the operations of West Coast Entertainment Corporation,~~ Video City owned or managed 307 corporate stores and an additional 80 -franchised locations over a 12 state area. Mr. Lee is qualified to serve on our Board of Directors because of his experience as a successful entrepreneur and a capital markets executive.

3130

~~Peter Goldstein~~Brian Pallas, Director, ~~President, Interim~~and Chief ~~Financial~~Operating Officer ~~and~~since ~~Secretary.~~March ~~Mr.~~2017 ~~Goldstein~~and has ~~served~~been asa ~~our~~board ~~Director,~~director ~~President and Interim Chief Financial Officer~~ since ~~September~~July 61, ~~2013~~2016. ~~Mr. Goldstein was also our Founder and served as our President and Director from December 31,~~In ~~2009~~addition ~~to April 12, 2012.~~ Mr. ~~Goldstein~~Pallas ~~served~~has asbeen ~~the Founder, Chief Executive Officer and Director of Grandview Capital, Inc., a registered broker-dealer and~~ an ~~investment~~investor ~~banking~~in ~~and securities brokerage firm, from December 2006 to April 2012. Mr. Goldstein has also served as~~ the ~~Founder,~~company ~~CEO and Chairman of Grandview Capital Partners, Inc.~~ since ~~December 1999. Grandview Capital Partners, Inc. operated as an office of supervisory jurisdiction for Blackwall Capital Markets, Inc., from May 14,~~ 2012 ~~until September 9, 2013~~.

~~Since March 2013, Mr. Goldstein~~ He has ~~served as~~over a36 ~~Chairman~~years ofexperience ~~the~~in ~~Board~~owning, ~~of Directors~~operating, ~~Principal~~growing ~~Financial Officer~~ and ~~Treasurer~~starting ~~of Staffing 360 Solutions~~retail, ~~Inc.~~consumer ~~Additionally Mr.~~services ~~Goldstein~~and ismanufacturing ~~the co-founder of TRIG Capital Group, LLC, a New York-based private equity firm formed in 2011~~companies. ~~From March 2008~~ ~~to April 2012,~~ Mr. ~~Goldstein~~Pallas ~~served~~founded ~~as the Founder, Chief Executive Officer~~ and ~~Director~~grew ~~of Grandview Capital Advisors, Inc.,~~ a ~~registered~~ ~~investment~~single ~~advisory~~frozen ~~firm,~~yogurt ~~registered~~shop ininto the ~~state~~first ofpublicly ~~Florida.~~traded ~~Since~~franchise ~~May 2006, Mr. Goldstein has served as the President and Director~~ of ~~Grandview~~its ~~Consultants,~~kind awith ~~company~~120 ~~which~~stores ~~provides management consulting services. From January 1997 through September~~(owned ~~2008, Mr. Goldstein was Founder, President~~ and ~~Director~~franchised) ofthroughout ~~Global~~the ~~Business~~Southwest ~~Resources, which provided financial, operational~~ and ~~organizational~~ ~~consulting~~Hawaii ~~services~~with tosystem ~~private~~wide ~~and~~revenues ~~emerging~~in ~~companies~~excess ~~within~~of ~~the~~$45 ~~United States and international markets~~million.

Mr. Pallas ~~Goldstein~~ has ana ~~MBA~~degree in business management (UCONN) and leadership skills as a Vistage International facilitator (Chair) of a think ~~Business~~tank ~~from~~for ~~the~~CEOs ~~University~~and ofbusiness ~~Miami~~owners (private and ~~holds~~public) ~~the~~ranging ~~Series~~in 7,size ~~24,~~from ~~79,~~$5 99million ~~and~~to 66$550 ~~registrations~~million ~~with~~in ~~FINRA~~annual revenue across a wide array of industries. HeMr. Pallas is ~~also~~qualified ato ~~member~~serve on our Board of ~~the~~ ~~National~~Directors ~~Investment~~because ~~Banking~~of ~~Association~~his experience as a successful entrepreneur.

~~On June 21, 2013, our former Chief~~James ~~Financial~~Anderson ~~Officer~~has ~~resigned.~~been ~~This~~a ~~resignation~~director ~~was not due to any disagreements with our company. The Board~~ of Directors determined that, due to management’s resources and relative skills, Mr. Goldstein was qualified to act in such capacity as Interim Chief Financial Officer until we can identify a qualified executive to assume the ~~role~~company ofsince ~~Chief~~2016 ~~Financial Officer. In this case, it~~ is ~~anticipated~~an ~~that~~executive ~~Mr.~~who ~~Goldstein~~has ~~will~~performed ~~serve~~in asmany ~~Interim~~roles ~~Chief~~from ~~Financial~~startup ~~Officer for a period of less than 12~~organizations ~~months~~ to ~~manage~~ a ~~period~~sales ofleadership ~~transition~~position ~~within~~at ~~the organization until~~ a ~~qualified~~Fortune ~~executive~~300 ~~may be identified and appointed as the~~ Company~~’s new Chief Financial Officer~~. ~~Further, on April 11, 2014, Mr. Nicholas Koutsivitis resigned as the Company’s Treasurer. As a result, Mr. Goldstein was appointed, and assumed the role of Treasurer.~~

~~Mr.~~In 2005 ~~Goldstein~~he isstarted ~~qualified~~a new mortgage company growing it to ~~serve~~a onnational platform and ultimately selling his interest in 2008. In 1996 ~~our~~he ~~Board~~joined ofthe ~~Directors~~startup ~~because~~NovaStar Financial where he was part of ~~his~~the ~~experience~~executive asteam anthat ~~entrepreneur~~took the company from formation to becoming publicly traded in 1997 and ~~extensive~~grew ~~capital~~the ~~markets~~company ~~experience~~to over 3,500 employees with a market cap in excess of $1 Billion.

~~General Wesley Clark,~~In ~~Director~~1986 Mr. ~~General~~Anderson ~~Clark~~entered ~~is currently~~ the ~~Vice~~Mortgage ~~Chairman~~Lending ~~of the Board of Director~~industry, aslater ofjoining ~~July~~Saxon ~~12,~~Mortgage ~~2013,~~Funding ~~and~~where ~~has~~he ~~served~~was ~~as our~~responsible ~~Senior~~for ~~Veterans Advisor since August 15, 2012. Since March 2003, he has been~~launching ~~the~~both ~~Chairman~~their Wholesale and ~~CEO~~Correspondent ~~of Wesley K~~divisions. ~~Clark~~Jim &graduated ~~Associates,~~with a ~~strategic~~BS ~~advisory~~in ~~firm~~Business ~~that~~from heUSC ~~founded~~in ~~that same year~~1986. ~~From 2007 to 2012, General Clark was a director of numerous companies in the U~~Mr.S, ~~and~~Anderson ~~Europe and~~ is qualified ato ~~highly~~serve ~~decorated,~~on ~~retired~~our ~~four-star~~Board ~~general and successful businessman. General Clark spent 38 years in the Army and Department~~ of ~~Defense,~~Directors ~~receiving~~because ~~many military decorations, several honorary knighthoods, and a Presidential Medal~~ of ~~Freedom. From 1997 to 2000, after receiving~~ his ~~four-star~~experience ~~general~~as rank, General Clark became widely recognized in his role commanding Operation Allied Force during the Kosovo War, where he was designated the Supreme Allied Commander Europe for NATO. General Clark graduated valedictorian at West Point and received a ~~Rhodes~~successful ~~Scholarship to the University of Oxford~~entrepreneur.

~~General~~David Danhi, ~~Clark~~Chief isCreative ~~qualified~~Officer toand ~~serve~~Director. onResigned ~~our~~in ~~Board~~April of2016 ~~Directors~~and in September 2016 he purchased the intellectual ~~because~~property ofrights ~~his~~and trademarks to our food business from us. From September 2013 to September 2016 Mr. Danhi has served as our Chief Creative Officer. From October 2012 through September 2013, ~~military~~Mr. ~~and~~Danhi ~~political~~served ~~experience~~as our Chief Executive Officer and ~~his~~served ~~Capital~~as a ~~Market~~director ~~experience~~of the Company since October 2012.

~~Deepak Devaraj, Director, Director of~~Algie ~~Business Development. On September 6~~Hodges, ~~2013,~~Chief ~~Mr.~~Executive ~~Devaraj~~Officer ~~was appointed as a Director~~ and Director ~~of Business Development~~. ~~Prior~~ toResigned ~~joining~~as ~~our~~an ~~company,~~officer ~~from~~and ~~June~~director ~~2012~~on ~~until~~May ~~August 8~~1, ~~2013,~~2016 ~~Mr.~~when ~~Devaraj~~we ~~served~~decided asto ~~the~~exit ~~Chief Executive Officer of KOW Leasing~~the ~~Co.,~~food ~~LLC, a Texas limited liability company~~business. ~~Further,~~ ~~from June 2012 until August 8, 2013,~~ Mr. ~~Devaraj~~Hodges has served as our Chief Executive Officer ~~of Hook & Ladder Draught House LLC, a mobile food~~ and ~~beverage truck. Mr. Devaraj served~~ as ~~Senior~~a ~~Vice~~director ~~President~~ of ~~Fixed~~the ~~Income~~Company ~~at Southwest Securities~~ from ~~July~~January ~~2001~~2015 to ~~June 2012~~May 2016.

MrPeter Goldstein, Director, President, Interim Chief Financial Officer and Secretary. ~~Devaraj~~Resigned isas ~~qualified~~an toofficer ~~serve~~and director on December 29, 2015. Mr. Goldstein served as our Director, President and Interim Chief Financial Officer since September 2013. Mr. Goldstein ~~Board~~was ofalso ~~Directors~~a ~~because~~co-founder ofand ~~his~~served ~~experience~~as ~~in all~~our ~~aspects~~President ~~of the~~and ~~food~~Director ~~truck~~from ~~industry~~December 2009 to April 2012.

~~Section~~General Wesley ~~16(a)~~Clark, ~~Beneficial~~Director. ~~Ownership~~Resigned ~~Reporting~~on April 8, 2016 while we were deciding to exit the food business. General Clark had served ~~Compliance~~ as the Vice Chairman of the Board of Director since July 2013.

~~Section~~Deepak Devaraj, ~~16(a)~~Director ofResigned ~~the~~on ~~Exchange~~April ~~Act~~15, ~~requires that~~2016. ~~our~~Mr. ~~directors~~Devaraj ~~and~~served ~~executive officers and persons who beneficially own more than 10% of our Common Stock (referred to herein~~ as the “Reporting Persons”) file with the SEC various reports as to their ownership of and activities relating to our Common Stock. Such Reporting Persons are required by the SEC regulations to furnish us with copies of all Section 16(a) ~~reports they~~Director ~~file.~~since ~~Based~~September solely on our review of the copies of the forms received by us and written representations from certain reporting persons, we believe that during the year ended December 31, 2014, our executive officers, directors and greater-than-ten percent stockholders have not complied with the Section 16(a) filing requirements2013.

32Peter Freix, Director Resigned on April18, 2016 when we decided to exit the food business after being appointed as a director on December 28, 2015.

~~Code~~Scott Cosper, ofCFO ~~Conduct~~Resigned ~~and~~on ~~Ethics~~April 12, 2017 after being appointed as CFO on December 28, 2016. Mr. Cosper continues to provide accounting services on a consulting basis.

~~We have adopted a corporate Code of Conduct and Ethics that applies to our officers, employees and directors.~~31

~~Director~~Section 16(a) ~~Independence~~Beneficial Ownership Reporting Compliance

~~We are not currently subject to any standards regarding the~~Section ~~“independence”~~16(a) of ~~directors~~the onExchange ~~our Board~~Act, orrequires ~~otherwise~~that ~~subject~~our todirectors ~~any~~and ~~requirements~~executive ofofficers ~~any~~and ~~national~~persons ~~securities~~who ~~exchange or~~beneficially anown ~~inter-dealer~~more ~~quotation~~than ~~system~~10% ~~with respect to the need to have a majority~~ of our ~~directors~~Common beStock ~~independent.~~(referred ~~Although we are not required~~ to ~~comply~~herein ~~with~~as ~~these~~the ~~requirements,~~“Reporting ~~our~~Persons”) ~~Board~~file ofwith ~~Directors has reviewed~~ the ~~materiality~~SEC ofvarious ~~any~~reports ~~relationship~~as ~~that~~to ~~each~~their ownership of ~~our~~and ~~directors~~activities ~~has~~relating ~~with~~to ~~us,~~our ~~either~~Common ~~directly or indirectly~~Stock. ~~Based~~Such onReporting ~~this~~Persons ~~review, the board has determined that none of the directors~~ are ~~“independent~~required ~~directors” as defined~~ by in the ~~rules~~SEC ofregulations ~~The~~to ~~NASDAQ~~furnish ~~OMX~~us ~~Group, Inc. listing standards and Rule 10A-3~~with ~~promulgated~~copies ~~under~~of ~~the~~all ~~Securities~~Section ~~Exchange~~16(a) ~~Act~~reports ofthey ~~1934, as amended~~file.

~~Committees~~At the filing date of this Form 10K our current officers, board of directors and affiliates (10% holders) have met their filing requirements.

~~We have not formed an Audit Committee,~~Based ~~Compensation~~solely ~~Committee~~on orour ~~Nominating~~review ~~and Corporate Governance Committee as~~ of the ~~filing~~copies of ~~this report. Our Board of Directors performs~~ the ~~principal~~forms ~~functions~~received ofby anus ~~Audit~~and ~~Committee.~~written Werepresentations ~~currently~~from docertain ~~not~~reporting ~~have~~persons, ~~an audit committee financial expert on our Board~~we ~~of Directors. We~~ believe that anfor ~~audit~~the ~~committee~~year ~~financial~~ended ~~expert~~December is31, ~~not~~2015, ~~required~~some ~~because the cost~~ of ~~hiring~~ ~~an audit~~our ~~committee~~former ~~financial~~executive ~~expert~~officers, ~~to act as one of our~~ directors and togreater-than-ten bepercent stockholders adid ~~member~~not ofcomply anwith ~~Audit Committee outweighs~~ the ~~benefits of~~Section ~~having an audit committee financial expert at this time. However, we intend to implement~~ 16(a) ~~comprehensive~~filing ~~corporate governance program, including establishing various board committees in the future~~requirements. ~~In addition~~Subsequently, weall ~~have~~of ~~secured~~these ~~Directors~~officers and ~~Officers~~directors ~~insurance~~have ~~consistent~~resigned ~~with~~from ~~the~~our ~~Company’s and Board of Director’s mandates~~company.

~~Item~~Code of ~~11.~~Conduct ~~Executive~~and ~~Compensation~~Ethics

~~Summary~~We have ~~Compensation~~adopted ~~Table~~a corporate Code of Conduct and Ethics that applies to our officers, employees and directors.

~~The following table~~Director sets forth all information concerning the compensation received for the fiscal years ended December 31, 2014 and 2013 for services rendered to us by persons who served as our principal executive officer our two most highly compensated executive officers (other than the principal executive officer) who were serving as executive officers at the end of the last completed fiscal year, and two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the smaller reporting company at the end of the last completed fiscal year. Aside from the salary amounts as described below, none of our officers are entitled to any additional compensation. No amounts have been paid or accrued to any named executive officer pursuant to a plan or arrangement in connection with any termination or change of control.Independence

Name and Principal Position	Fiscal Year		Salary ($)		Bonus		Option Awards		All Other Compensation		Total ($)
David Danhi		2014	$	150,000	$	80,000	$	—	$	—	$	230,000
Chief Creative Officer (1)		2013	$	150,000	$	—	$	—	$	—	$	150,000
Robert Lee		2014	$	240,000	$	—	$	—	$	—	$	240,000
Executive Chairman, Interim Chief Executive Officer (2)		2013	$	140,000	$	—	$	—	$	—	$	140,000
Peter Goldstein		2014	$	180,000	$	—	$	—	$	—	$	180,000
President, Interim Chief Financial Officer, Secretary and Treasurer (3)		2013	$	45,000	$	—	$	—	$	—	$	45,000
David Horin		2014	$	—	$	—	$	—	$	—	$	—
Former Chief Financial Officer (4)		2013	$	31,250	$	—	$	—	$	—	$	31,250
Nicholas Koutsivitis (5)		2014	$	—	$	—	$	—	$	—	$	—
		2013	$	40,000	$	—	$	—	$	—	$	40,000

We are not currently subject to any standards regarding the “independence” of directors on our Board, or otherwise subject to any requirements of any national securities exchange or an inter-dealer quotation system with respect to the need to have a majority of our directors be independent. Although we are not required to comply with these requirements, our Board of Directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, the board has determined that none of the directors are “independent directors” as defined by in the rules of The NASDAQ OMX Group, Inc. listing standards and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.

1) Mr. Danhi, the majority shareholder of Grilled Cheese prior to the Share Exchange, was appointed Chief Executive Officer of the Company following the Share Exchange on October 18, 2012. Since September 6, 2013, Mr. Danhi has served as our Chief Creative Officer. From October 18, 2012 through September 6, 2013, Mr. Danhi served as our Chief Executive Officer and served as a director of the Company since October 18, 2012. Mr. Danhi earned $150,000 and $150,000 for 2014 and 2013, respectively.Committees

33We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time. However, we intend to implement a comprehensive corporate governance program, including establishing various board committees in the future. In addition, we have secured Directors and Officers insurance consistent with the Company’s and Board of Director’s mandates.

2) Mr. Lee, our Executive Chairman, earned $240,000 and $137,500 in 2014 and 2013 respectively, as compensation from his employment agreement, dated July 16, 2012, as amended on September 6, 2013 and has amended on November 18, 2014. Mr. Lee earned $87,500 in 2012. In addition, Mr. Lee received a signing bonus of $80,000 of which $40,000 has been paid. Prior to execution of his employment agreement, Mr. Lee was paid $50,000 by the Company for his services as a consultant. At December 31, 2014, Mr. Lee is owed $40,000.32

~~3) Mr. Goldstein has served as our Director,~~Item ~~President and Interim Chief Financial Officer since September 6, 2013~~11. ~~Mr.~~Executive Goldstein earned $180,000 in 2014, as compensation from his employment agreement, dated on September 6, 2013 and has amended on November 18, 2014. Prior to his appointment as Director, President and Interim Chief Financial Officer, Mr. Goldstein was paid $83,000 by the Company for his services as a consultant pursuant to the consulting agreement with Grandview Capital. At December 31, 2014, Mr. Goldstein is owed $30,000. Compensation

~~4) On August 15, 2012 we entered~~Summary ~~into~~Compensation an agreement with Chord Advisors, LLC whereby Chord was engaged to provide us with comprehensive outsourced accounting solutions (this agreement was deemed effective as of August 1, 2012). Specifically, this agreement provided that Mr. Horin’s name could be used when identifying the Chief Financial Officer of the Company. Accordingly, Mr. Horin’s salary derived from this agreement is deemed executive compensation. On September 1, 2012, in connection with this agreement, the Company granted Mr. Horin 100,000 warrants with a term of three (3) years and an exercise price of $2.00. The value of the warrants at the time of the grant was $10,070. Mr. Horin was appointed Chief Financial Officer following the Share Exchange on October 18, 2012. On June 21, 2013, Mr. Horin submitted his resignation.Table

5)The following ~~Mr.~~table ~~Koutsivitis~~sets ~~was~~forth ~~appointed treasurer~~all ofinformation concerning the ~~Company~~compensation onreceived ~~May~~for 6,the ~~2013.~~fiscal ~~Mr.~~years ~~Koutsivitis~~ended ~~did~~December ~~not~~31, ~~receive~~2015 ~~any~~and 2016 ~~compensation~~for inservices ~~2012~~rendered ~~for~~to ~~his~~us ~~role.~~by ~~Prior~~persons towho ~~his appointment~~served as ~~treasurer,~~our ~~Mr.~~principal ~~Koutsivitis~~executive ~~was~~officer ~~paid~~our ~~$9,000~~two bymost highly compensated executive officers (other than the ~~Company~~principal ~~for~~executive ~~his~~officer) ~~services~~who were serving as aexecutive ~~consultant.~~officers Atat ~~December~~the ~~31, 2013,~~end ~~Mr.~~of ~~Koutsivitis~~the ~~was~~last ~~paid~~completed fiscal ~~$32~~year,~~000~~ and istwo ~~owed~~additional ~~$8,000.~~individuals Onfor ~~April~~whom ~~11,~~disclosure ~~2014,~~would ~~Mr.~~have ~~Koutsivitis~~been ~~resigned~~provided but for the ~~Company’s~~fact that the individual ~~treasurer,~~was ~~effective~~not ~~immediately~~serving ~~after~~as an executive officer of the ~~filing~~smaller reporting company at the end of the ~~December~~last 31completed fiscal year. Aside from the salary amounts as described below, ~~2013~~none ~~Annual~~of ~~Report~~our officers are entitled to any additional compensation. No amounts have been paid or accrued to any named executive officer pursuant to a plan or arrangement in connection with any termination or change of control.

Employment Agreements

		Fiscal				Equity	All Other Compensation
Name and Principal Position		Year	Salary($)		Bonus	Awards	(shares)		Total ($)

Robert Lee	1	2016	$
Executive Chairman,		2015	$					980,000
Interim CEO & CFO

Brian Pallas	2	2016	$	120,000		1,750,000		500,000	$	120,000
Chief Operating Officer

Algie Hodges	3	2016	$	80,769		333,333		294,231	$	80,769
former CEO and President		2015	$	49,039

David Danhi	4	2016	$	8,750					$	8,750
former Chief Creative Officer		2015	$	136,428					$	136,428

Peter Goldstein	5	2016	$		$				$
former President, CFO		2015	$	180,000
& Treasurer

~~Robert~~Mr. Lee, our Executive Chairman, earned $243,333 and $240,000 in 2016 and 2015 respectively, as compensation from his employment agreement, dated July 16, 2012, as amended on September 6, 2013 and has amended on November 18, 2014 and further updated on May 1, 2016. In September 2016 the company issued Mr. Lee 980,000 shares of stock in exchange for $480,421 in back pay and expenses. At December 31, 2016 the company owed Mr Lee $246,667 in back pay and $104,000 in expenses.

Brian Pallas was appointed COO on May 1, 2017 and has been a director of our company since April 27, 2016. On ~~July~~May 161, ~~2012~~2016, the Company entered into an ~~employment~~a ~~agreement~~director ~~(the~~and ~~“Lee~~consulting ~~Employment~~agreement ~~Agreement”)~~ with ~~Robert~~its YDirector, Brian Pallas. ~~Lee~~The toagreement ~~serve~~is asfor ~~our~~a ~~Executive~~one ~~Chairman~~year term. ~~The~~ Mr. Pallas’ duties under the agreement ~~stipulates~~include ~~that~~assisting Mrthe company with accretive acquisitions. ~~Lee~~For ~~will~~his ~~work~~services, noMr. ~~fewer~~Pallas ~~than~~will ~~twenty~~receive a ~~(20)~~salary ~~hours~~of $10,000 per ~~week~~month. In ~~addition,~~He will also be entitled to bonuses based on the ~~parties~~purchase ~~agreed~~price of the acquisitions, ranging from ~~that~~2%-5%. As a signing bonus, Mr. ~~Lee~~Pallas ~~shall~~was ~~not~~issued ~~engage~~500,000 orshares ~~participate~~of inthe ~~any~~Company’s ~~business~~common ~~that~~stock. isHe inalso ~~competition~~received inwarrants as ~~any~~follows: ~~manner~~(i) ~~whatsoever~~500,000 at $0.50 each with ~~the~~7 ~~business~~year terms and a cashless option, (ii) 500,000 at $1.00 with 7 year terms and a cashless ofoption, ~~our~~and ~~company~~(ii) 750,000 orat ~~any~~$2.00 ~~business~~each ~~which~~with ~~our~~5 year terms. At December 31, 2016 the company ~~contemplates~~owed ~~conducting~~Mr. orPallas ~~intends~~$458,400 toin ~~conducts~~back pay.

~~Pursuant~~Algie Hodges toresigned ~~the~~on ~~terms~~May of1, ~~the~~2016. ~~Lee~~resigned ~~Employment Agreement,~~ as ~~amended,~~an weofficer ~~will~~and ~~pay~~director ~~Mr.~~on ~~Lee~~May ~~$120~~1,~~000~~ ~~annually~~2016. ~~In addition,~~ Mr. ~~Lee~~Hodges ~~will~~was ~~receive~~our ~~reimbursement~~CEO ~~for~~& ~~all reasonable~~President ~~expenses~~was ~~which~~appointed ~~Lee~~CEO ~~incurs~~on ~~during~~January ~~the course of performance under the Lee Employment Agreement. In addition to his annual compensation~~26, we ~~paid~~2015 ~~Mr.~~and ~~Lee a signing bonus of $80,000, of which $40,000~~ was ~~paid~~appointed ~~from~~President ~~the proceeds at the final closing of the 2012 Private Placement Offering~~ on ~~April~~December 1828, ~~2013 and an additional $40,000 remains due~~2015. ~~The~~Amount ~~term~~paid ofto ~~the Lee Employment Agreement is for eighteen months.~~ Mr. ~~Lee~~Hodges ~~can~~are ~~terminate~~per ~~the Lee Employment Agreement after four months with 30 days notice. We can terminate the Lee Employment~~his ~~Agreement~~termination ~~upon notice to Mr~~agreement. ~~Lee.~~

~~On September 6, 2013, we entered into Amendment No~~Mr. ~~1 to the Employment Agreement (the “Amended Lee Agreement”) with Robert Y. Lee which amends the Lee Employment~~ ~~Agreement dated July 16~~Danhi, ~~2013.~~our ~~The~~former ~~Amended~~CCO ~~Lee~~and ~~Agreement~~CEO ~~provides~~resigned ~~that~~in MrApril 2016. ~~Lee~~He ~~will~~was bebecame ~~appointed as Interim~~ Chief Executive Officer of the Company. ~~Mr.~~on ~~Lee~~October ~~will also continue in his role as Executive Chairman of the Board of Directors. The Amended Lee Agreement~~18, ~~has~~2012 ato ~~one~~September ~~year~~6, ~~term~~2013, ~~and~~when ~~will pay~~ Mr. ~~Lee~~Danhi achanged ~~salary~~roles ofto ~~$240,000~~become ~~per~~our ~~annum with certain expense reimbursements. In the event that Mr. Lee is replaced as~~ Chief ~~Executive~~Creative Officer ~~and this agreement is terminated, Mr~~. ~~Lee is entitled to receive all compensation, benefits and expenses, as provided in the Amended Lee Agreement, for a period of 12 months following the replacement.~~

~~On November 18, 2014, the Company entered~~Mr. ~~into~~Goldstein ~~Amendment~~resigned ~~No.~~December ~~2 to its employment agreement with Robert Y. Lee (the "Second Amended Lee Agreement")~~28, ~~which amends Mr~~2015. ~~Lee's~~He ~~employment~~was ~~agreement~~a ~~originally dated July 16~~Director, ~~2013,~~President asand ~~amended~~Interim byChief ~~Amendment~~Financial ~~No.~~Officer 1from ~~dated~~ September 6, 2013~~. The Second~~ ~~Amended~~to ~~Lee Agreement has a term ending~~ December 3128, 2015. ~~and provides that in the event that the Company completes a private placement offering commencing in May 2013,~~ Mr. ~~Lee~~Goldstein ~~shall~~earned ~~receive a cash payment of~~ $~~100~~180,000 ~~if the Company raises a minimum of $5,000,000~~ in ~~that offering. Also~~2015, ~~the~~as ~~Company~~compensation ~~shall~~from ~~pay~~his Mremployment agreement. ~~Lee~~Prior ato ~~success~~his ~~fee, if it closes on an acquisition, merger or joint venture or~~appointment ~~similar~~as ~~transaction~~Director, ~~payable~~President inand ~~the~~Interim ~~same~~Chief ~~form~~Financial ~~of consideration paid by the Company in the amount of (i) 2~~Officer.5% ofAt ~~the~~December ~~first $5~~31,~~000,000 of~~ ~~total~~2016 ~~consideration~~the ~~paid,~~company orhas ~~any~~accrued ~~part; (ii) plus, 2% of the second~~ $5180,000~~,000~~ ofin ~~total~~back ~~consideration paid, or any part; (iii)~~pay ~~plus,~~and ~~1.5% of the third~~ $5123,~~000,000~~022 offor ~~total consideration paid, or any part; (iv) plus, 1% of the next $5,000,000 of total consideration paid, or any part; (v) plus, 0~~expenses.~~5% of the balance of total consideration paid. No other material amendments were made to Mr. Lee's employment agreement.~~

3433

~~Mr. Lee will be entitled to certain~~Employment ~~milestone~~Agreements and performance based bonuses, as described below. In the event that our common stock is listed for quotation on the OTC Bulletin Board, OTCQB Market, or any other quotation or exchange and within 18 months of commencement of trading, the stock price exceeds $5.00 per share, the Mr. Lee will be granted warrants to purchase 700,000 shares of common stock at an exercise price of $2.00. These warrants will contain cashless exercise and will be exercisable for a period of three years from the date that they are granted. Additionally, the Mr. Lee is entitled to a cash bonus of $100,000 if the Company completes a private placement offering pursuant to the new Jumpstart Our Business Startups Act in which the Company raises a minimum of $5,000,000 in net proceeds. Mr. Lee is also entitled to certain performance bonuses if we meet certain revenue driven milestones.

~~In addition to the milestone and performance~~Robert ~~bonuses,~~Y ~~Mr.~~ Lee isChairman ~~entitled~~of ~~to receive certain payments, on a case-by-case basis and on terms and compensation to be negotiated separately from~~ the ~~Amended~~Board ~~Lee~~of ~~Agreement and evidenced in a separate agreement~~Directors, ~~for~~CEO ~~Mr.~~& Lee’s role with respect to any business development or any management support activities as may be requested or desired by the Company. Mr. Lee will also receive compensation for any referrals that cause us to consummate a licensing agreement.CFO

~~David~~Mr. Lee ~~Danhi~~has had entered a series of employment agreements with the company since 2012 as summarized below:

On October 18, 2012, we entered into an employment agreement (the “Danhi Employment Agreement”) with David Danhi. The agreement stipulates that Mr. Danhi will work no fewer than (40) hours per week. Pursuant to the terms of the Danhi Employment Agreement, the Company will pay Mr. Danhi $150,000 annually. In addition, Mr. Danhi will receive reimbursement for all reasonable expenses which Danhi incurs during the course of performance under the Danhi Employment Agreement. The term of the Danhi Employment Agreement is for three years. Mr. Danhi can terminate the Danhi Employment Agreement after four months with 30 days notice. We can terminate the Danhi Employment Agreement upon notice to Mr. Danhi.

Employment Agreements	Salary			Bonus		Term		Other terms
May 2016	$	250,000	A		100 - 300%		3 years	Options + expenses
November 2014	$	240,000	B		performance		1 year	expenses
September 2013	$	240,000	C		performance		1 year	expenses
July 2012	$	120,000	D	$	80,000		1 year	expenses

					Price		Life
Options		1,000,000		$	0.50		7
Options		1,000,000		$	1.00		7
Options		2,000,000		$	2.00		5

A. On May ~~November 18~~1, ~~2014,~~2016 the Company entered into ~~Amendment~~a ~~No.~~new ~~1 to its~~ employment agreement with ~~David Danhi (the "Amended Danhi Agreement"), which amends~~ Mr. ~~Danhi's employment agreement dated October 18, 2012~~Lee. ~~The Amended Danhi Agreement provides that if~~ Mr. ~~Danhi~~Lee ~~and~~shall ~~the~~be ~~Company~~paid ~~enter into a services agreement with a third party, pursuant to which Mr. Danhi provides services to a third party for which~~ the ~~Company~~compensation ~~receives a~~and ~~fee, the Company~~ shall ~~pay a bonus to Mr. Danhi equal to 100% of such fee, in cash or shares of Common Stock, provided that such~~ ~~bonus shall not~~ be ~~greater~~provided ~~than~~with ~~$25,000. In addition, Mr. Danhi shall receive a cash payment of $160,000 if~~ the ~~Company~~benefits ~~raises a~~described ~~minimum of $5,000,000 in a private placement financing. No other material amendments were made to Mr. Danhi's employment agreement.~~below :

~~Deepak~~Annual Base ~~Devaraj~~Salary of $250,000 (on an annualized basis). The annual base salary payable to Mr. Lee for each Contract Year thereafter shall be an amount determined by the Board in its discretion.

~~On August 8, 2013, and in~~Bonus. ~~connection with the Asset Purchase Agreement, we entered into an employment agreement (the “Devaraj Employment Agreement”) with Devaraj~~Mr. ~~Pursuant~~Lee towill ~~the~~be ~~Devaraj~~eligible ~~Employment~~for ~~Agreement,~~a ~~Devaraj~~success ~~was~~bonus ~~appointed~~in asan ~~Director~~amount of ~~Business Development~~100% ~~and~~of ~~as a director~~Mr. ~~The~~Lee’s ~~term~~Annual ofBase ~~employment~~Salary is for aclosing ~~period~~the ofUrban Pharms ~~three~~acquisition. ~~(3) years~~Thereafter, ~~subject to an additional 3 year extension~~ based upon the ~~mutual~~annual ~~agreement~~goals ~~of the Company~~ and ~~Devaraj.~~objectives ~~The~~agreed ~~Devaraj~~to ~~Employment~~with ~~Agreement~~the ~~stipulates~~Board ~~that Devaraj devote substantially all~~ of ~~his time to the Company. Devaraj will be entitled to certain benefits~~Directors, ~~including~~for ~~reimbursement~~each ~~for~~fiscal ~~certain~~year ~~expenses~~that ~~and vacation days~~Mr. ~~The~~Lee ~~Devaraj~~is ~~Employment~~employed ~~Agreement may be terminated~~ by usthe ~~upon~~Company ~~death,~~in ~~Devaraj’s inability~~which tohe ~~continue~~achieves ~~performing~~these ~~his~~annual ~~duties~~goals ~~under~~Mr. ~~the~~Lee ~~agreement,~~will abe ~~material~~awarded ~~breach~~up ofto ~~the~~three ~~provisions of the agreement or for~~times ~~cause~~his ~~(as~~then ~~such~~base ~~term is defined in the Devaraj Employment Agreement)~~salary.

~~In consideration for entering into the~~Equity ~~Devaraj~~Compensation. ~~Employment~~The ~~Agreement,~~company ~~Mr.~~shall ~~Devaraj~~grant ~~will~~concurrent ~~receive~~with the ~~following~~effective ~~fully~~date ~~vested options~~ to ~~purchase shares of our common stock: (i) 250,000 options with an exercise price of $2~~Mr.00 ~~per~~Lee ~~share,~~four (ii4) ~~250,000~~million ~~options~~fully ~~with~~vested anstock ~~exercise price of $3.00 per share, (iii) 250,000~~ options ~~with an exercise price of $4~~.~~00 per share, and (iv) 250,000 options with an exercise price of $5.00 per share.~~ ~~Each~~This ofstock ~~the~~option ~~options~~shall ~~are~~be exercisable ~~for~~according ~~a term of 10 years. Mr. Devaraj will not be entitled~~ to athe ~~base~~following ~~salary,~~terms; ~~but~~one ~~will~~million ~~receive compensation,~~options exercisable on a ~~case-by-case~~cashless basis ~~and on terms to be negotiated separately from the Devaraj Employment Agreement and evidenced~~at in a ~~separate~~price ~~agreement,~~of ~~for~~fifty ~~Mr.~~cents ~~Devaraj’s~~per ~~role~~share ~~with~~until ~~respect~~the toseventh ~~any~~(7th) ~~business~~anniversary ~~development~~of ~~or any management support activities as may be requested or desired by us. Further, in~~ the ~~event~~date ~~Mr.~~of ~~Devaraj~~grant; ~~introduces~~one usmillion tooptions aexercisable ~~prospective party that results in us~~on ~~entering into~~ a ~~licensing~~cashless ~~agreement~~basis orat ~~franchise agreement, Mr. Devaraj shall receive~~ a ~~(a)~~price 5%of ~~commission~~one ondollar ~~the~~per ~~first~~share ~~year~~until of the ~~license~~seventh ~~or franchise fee paid to us,~~ (b7th) ~~4.5%~~anniversary ~~commission~~of on the ~~second~~date ~~year~~ of ~~the~~grant; ~~license~~two ormillion ~~franchise fee paid to us, (c)~~options 4%exercisable ~~commission~~at ona ~~the~~price ~~third year~~ of ~~the~~two ~~license~~dollars orper ~~franchise~~share ~~fee~~until ~~paid to us, (d) 3.5% commission on~~ the ~~fourth year of the license or franchise fee paid to us, (e) 3% commission on the~~ fifth ~~year of the license or franchise fee paid to us, and~~ (f5th) ~~2.5%~~anniversary ~~commission for the remainder~~ of the ~~term~~date of ~~the license or franchise agreement~~grant.

~~The~~Benefits. Mr. ~~Clark~~Lee ~~Group~~shall be entitled to receive benefits under any employee benefit plan or other arrangement made available by the Company to any of its employees (including, without limitation, the Company’s medical, 401(k) and similar plans as may be approved by the Board, collectively, the “Benefits”).

On August 15, 2012, we entered into an agreement (the “Clark Group Agreement”) with Wesley K. Clark & Associates, LLC (the “Clark Group”). The agreement commenced (the “Commencement Date”) upon the completion of the Share Exchange and had a term of two years. The Clark Group Agreement was subsequently amended by Amendment No. 1 to the Clark Group Agreement, on September 6, 2013.34

35Mr. Lee shall be entitled to twenty days of paid vacation during each year.

~~Pursuant to the Clark Group~~Expenses. ~~Agreement,~~The asCompany ~~Amended,~~shall ~~General~~reimburse ~~Wesley K~~Mr. ~~Clark serves~~Lee asfor ~~our~~all ~~Vice~~reasonable ~~Chairman~~travel ofand ~~the~~other ~~Board~~business ofexpenses ~~Directors~~incurred ~~and~~by ~~Officer of Senior Veterans Advisor~~Mr. ~~Prior~~Lee toin the ~~Commencement Date, we paid the Clark Group a $10,000 monthly consultation fee. Following the~~performance ~~Commencement~~of ~~Date,~~his ~~we agreed~~duties to ~~pay~~ the ~~Clark Group $200,000 per year~~Company. WeSuch ~~also agreed~~expenses toshall ~~execute~~be areimbursable ~~warrant~~in ~~agreement providing~~accordance ~~the Clark Group~~ with ~~the~~prevailing ~~right~~policies ~~to purchase up to 500,000 shares~~ of the Company’s ~~common~~upon ~~stock (the “Clark~~submission ~~Warrants”) at an exercise price anticipated~~ of ~~$1.00~~ ~~per~~verifiable ~~share~~receipts. ~~The Clark Warrants are exercisable on the following basis: (i) 100~~Further,~~000~~ ~~Clark Warrants following~~ the ~~execution~~Company ofwill ~~the~~provide first 25 veteran franchise agreements; (ii) 100,000 Clark Warrants following the execution of the next 25 veteran franchise agreements; (iii) 100,000 Clark Warrants following the execution of the next 25 veteran franchise agreements; and (iv) 200,000 Clark Warrants following the execution of the next 25 veteran franchise agreementsMr. ~~General~~Lee ~~Clark supervises~~with the development and implementation of recruitment and “vetting” for prospective veteran franchisees. In addition, pursuant to Amendment No. 1, The Clark Group‘s annual compensation was increased from $200,000 a ~~year to~~ $~~240~~2,000 aper ~~year~~month ~~and~~car ~~received an additional 500,000 warrants (“Additional Clark Warrants”)~~allowance. ~~Such Additional Clark Warrants are immediately vested, exercisable for a period of three years and have an exercise price of $1.00.~~

B. On November 18, 2014, the Company entered into Amendment No. 2 to ~~the~~its ~~term~~employment ~~sheet~~agreement with Robert Y. Lee (the "“Second Amended ~~Clark~~Lee Agreement"”) ~~with Wesley K. Clark & Associates~~, ~~LLC (the "Clark Group"),~~ which amends ~~the~~Mr. ~~term~~Lee’s ~~sheet~~employment ~~with~~agreement ~~the Clark Group~~ originally dated ~~August~~July 1516, ~~2012~~ ~~(the "Clark Agreement")~~2013, as amended by Amendment No. 1 dated September 6, 2013 ~~(the "Amended Clark Agreement")~~. The Second Amended ~~Clark~~Lee Agreement has a term ending December 31, 2015 and provides that asin ofthe event that the ~~date~~Company ~~thereof~~completes a private placement offering commencing in May 2013, Mr. Lee shall receive a cash payment of $100,000 if the Company ~~shall~~raises ~~issue~~a tominimum of $5,000,000 in that offering. Also, the Company ~~Clark~~shall ~~Group~~pay ~~500~~Mr. Lee a success fee,~~000~~ ~~warrants~~if toit ~~purchase~~closes ~~Common~~on ~~Stock~~an acquisition, ~~such~~merger ~~warrants~~or ~~exercisable~~joint ~~through~~venture ~~December~~or 31similar transaction, ~~2016~~payable atin athe same ~~price~~form of ~~$1.00~~ ~~per~~consideration ~~share~~paid ~~and~~by ~~without~~the Company in the ~~condition~~amount ~~that~~of a(i) ~~certain~~2.5% ~~number~~of the first $5,000,000 of ~~veteran~~total ~~franchise~~consideration ~~agreements~~paid, or beany ~~executed~~part; (~~thereby replacing~~ii) plus, 2% of the ~~Clark~~second ~~Warrants~~$5,000,000 toof betotal ~~issued~~consideration ~~under~~paid, ~~the~~or ~~Clark~~any ~~Agreement~~part; (iii) plus, 1.5% ~~The~~of ~~Second~~the ~~Amended~~third ~~Clark~~$5,000,000 of ~~Agreement~~total ~~has~~consideration apaid, ~~term that~~or ~~continues~~any ~~through~~part; ~~December~~(iv) 31plus, ~~2015~~1% of the next $5,000,000 of total consideration paid, or any part; (v) plus, 0.5% of the balance of total consideration paid. No other material amendments were made to ~~Clark~~Mr. ~~Group'~~Lee’s ~~agreement~~employment ~~with the Company~~agreement.

~~Further,~~Mr. Lee ~~the Clark Group~~ will ~~also~~ be entitled to certain milestone and performance based bonuses, as described below. In the event that our common stock is listed for quotation on the OTC Bulletin Board, OTCQB Market, or any other quotation or exchange and within 18 months of commencement of trading, the stock price exceeds $5.00 per share, the ~~Clark~~Mr. ~~Group~~Lee will be granted warrants to purchase 700,000 shares of common stock at an exercise price of $2.00. These warrants will contain cashless exercise and will be exercisable for a period of three years from the date that they are granted. Additionally, the ~~Clark~~Mr. ~~Group~~Lee is entitled to a cash bonus of $100,000 if wethe ~~complete~~Company completes a private placement offering pursuant to the new Jumpstart Our Business Startups Act in which wethe ~~raise~~Company raises a minimum of $5,000,000 in net proceeds. ~~The~~Mr. ~~Clark~~Lee ~~Group~~ is also entitled to certain performance bonuses if we meet certain revenue driven milestones.

~~Peter~~In addition ~~Goldstein~~to the milestone and performance bonuses, Mr. Lee is entitled to receive certain payments, on a case-by-case basis and on terms and compensation to be negotiated separately from the Amended Lee Agreement and evidenced in a separate agreement, for Mr. Lee’s role with respect to any business development or any management support activities as may be requested or desired by the Company. Mr. Lee will also receive compensation for any referrals that cause us to consummate a licensing agreement.

C. On September 6, 2013, ~~the~~we ~~Company~~ entered into anAmendment ~~employment~~No. ~~agreement~~1 to the Employment Agreement (the “~~Goldstein~~Amended ~~Employment~~Lee Agreement”) with Robert ~~Peter Goldstein~~Y. ~~Pursuant~~Lee towhich ~~the~~amends ~~terms of~~ the ~~Goldstein~~Lee Employment Agreement dated July 16, 2013. The Amended Lee Agreement provides that Mr. ~~Goldstein~~Lee ~~was~~will be appointed ~~President,~~as Interim Chief ~~Financial~~Executive Officer, ~~Secretary and Director~~ of the Company. Mr. ~~Goldstein~~Lee will ~~receive~~also acontinue ~~salary~~in his role as Executive Chairman of the ~~$180,000~~Board ~~per~~of ~~annum~~Directors. ~~and~~The isAmended ~~entitled~~Lee toAgreement ~~certain~~has ~~expense~~a ~~reimbursements.~~one ~~The~~ year term ofand ~~the~~will ~~Goldstein~~pay ~~Employment~~Mr. ~~Agreement~~Lee isa ~~one~~salary ~~year~~of $240,000 per annum with certain expense reimbursements. In the event that Mr. ~~Goldstein~~Lee is replaced as Chief ~~Financial~~Executive Officer and this agreement is terminated, Mr. ~~Goldstein~~Lee is entitled to receive all compensation, benefits and expenses, as provided in the ~~Goldstein~~Amended ~~Employment~~Lee Agreement, for a period of 12 months following the replacement.

MrD. ~~Goldstein will be entitled to certain~~ On ~~milestone~~July ~~and~~16, ~~performance~~2012, ~~based bonuses. In~~ the ~~event~~Company ~~that~~entered ~~our~~into ~~common~~an ~~stock~~employment isagreement ~~listed~~(the ~~for~~“Lee ~~quotation~~Employment onAgreement”) ~~the~~with ~~OTC~~Robert ~~Bulletin~~Y. ~~Board,~~Lee ~~OTCQB~~to ~~Market,~~serve oras ~~any~~our ~~other~~Executive ~~quotation~~Chairman. orThe ~~exchange~~agreement ~~and~~stipulates ~~within~~that ~~18 months of commencement of trading, the stock price exceeds $5.00 per share,~~ Mr. ~~Goldstein~~Lee will bework ~~granted~~no ~~warrants~~fewer tothan ~~purchase~~twenty ~~700,000~~(20) ~~shares~~horns ofper ~~common stock at an exercise price of $2~~week.~~00.~~ ~~These~~In ~~warrants~~addition, ~~will contain cashless exercise and will be exercisable for a period of three years from~~ the ~~date~~parties agreed that ~~they are granted. Additionally,~~ Mr. ~~Goldstein~~Lee isshall ~~entitled~~not toengage aor ~~cash~~participate ~~bonus~~in ofany ~~$100,000~~business ifthat weis ~~complete~~in acompetition ~~private~~in ~~placement~~any ~~offering~~manner whatsoever ~~pursuant~~with to the ~~new~~business ~~Jumpstart~~of ~~Our~~our ~~Business~~company, ~~Startups~~or ~~Act~~any inbusiness which weour ~~raise~~company acontemplates ~~minimum~~conducting ofor ~~$5,000,000~~intends ~~in net proceeds. Mr. Goldstein is also entitled~~ to ~~certain performance bonuses if we meet certain revenue driven milestones~~conducts.

In addition to the milestone and performance bonuses, Mr. Goldstein is entitled to receive certain payments, on a case-by-case basis and on terms and compensation to be negotiated separately from the Goldstein Agreement and evidenced in a separate agreement, for his role with respect to any business development or any management support activities as may be requested or desired by the Company. Mr. Goldstein will also receive compensation for any referrals that cause us to consummate a licensing agreement.35

~~On November 18, 2014, the Company entered~~Pursuant ~~into Amendment No. 1~~ to ~~its~~the ~~employment~~terms ~~agreement~~of ~~with Peter Goldstein (~~the ~~"Amended~~Lee ~~Goldstein~~Employment Agreement"), ~~which~~as ~~amends Mr.~~amended, ~~Goldstein's~~we ~~employment~~will ~~agreement~~pay ~~dated~~Mr. ~~September~~Lee 6$120,000 ~~2013~~annually. ~~The~~In ~~Amended~~addition, ~~Goldstein Agreement provides that~~ Mr. ~~Goldstein~~Lee will receive ~~serve~~reimbursement asfor ~~Treasurer~~all ofreasonable ~~the~~expenses ~~Company~~which inLee ~~addition~~incurs toduring ~~his~~the ~~roles~~course asof ~~President,~~performance ~~Interim~~under ~~Chief~~the ~~Financial~~Lee ~~Officer~~Employment ~~and Secretary of the Company~~Agreement. ~~The~~In ~~Amended~~addition ~~Goldstein~~to ~~Agreement~~his ~~has~~annual ~~a term ending December 31~~compensation, ~~2015~~we ~~and~~paid ~~provides that in the event that the Company completes a private placement offering commencing in May 2013,~~ Mr. ~~Goldstein~~Lee ~~shall receive~~ a ~~cash~~signing ~~payment~~bonus of $~~100~~80,000, ~~if the Company raises a minimum~~ of which $540,000~~,000~~ inwas ~~that~~paid ~~offering.~~from ~~Also, pursuant to~~ the ~~Amended Goldstein Agreement, the Company shall pay Mr. Goldstein~~proceeds aat ~~success fee, if~~ the ~~Company~~final ~~closes~~closing onof ~~an acquisition, merger or joint venture or similar transaction, payable in~~ the ~~same~~2012 ~~form of~~Private ~~consideration~~Placement ~~paid~~Offering byon ~~the~~April ~~Company~~18, in2013 ~~the~~and ~~amount~~an ofadditional ~~(i) 2.5% of the first~~ $540,000~~,000~~ ofremains ~~total~~due. ~~consideration~~The ~~paid, or any part;~~term ~~(ii) plus, 2%~~ of the ~~second~~Lee ~~$5,000,000~~Employment ofAgreement ~~total~~is ~~consideration~~for ~~paid,~~eighteen ormonths. ~~any part; (iii) plus, 1~~Mr.5% ofLee ~~the~~can ~~third~~terminate ~~$5,000,000 of total consideration, or any part; (iv) plus, 1% of~~ the ~~next~~Lee ~~$5,000,000~~Employment ofAgreement ~~total~~after ~~consideration,~~four ormonths ~~any~~with 30 ~~part;~~days ~~(v)~~notice. ~~plus,~~We ~~0.5%~~can ofterminate the ~~balance of~~Lee ~~total~~Employment ~~consideration~~Agreement ~~paid.~~upon Nonotice ~~other material amendments were made~~ to Mr. ~~Goldstein's employment agreement~~Lee.

36Brian Pallas, Chief Operating Officer & Director

~~Algie~~On May ~~Hodges~~1, 2016 the Company entered into a new consulting agreement with Mr. Brian Pallas.

~~On January 26, 2015, the Company entered into an employment agreement (the “Hodges Employment Agreement”) with Algie Hodges~~Mr. ~~Pursuant to the Hodges Employment~~ ~~Agreement,~~Pallas ~~Mr.~~shall ~~Hodges will serve as the Chief Executive Officer of the Company. Mr. Hodges will~~ be paid athe ~~salary~~compensation ~~of $300,000 per annum, plus other benefits including reimbursement for reasonable expenses, a car allowance~~ and ~~certain~~shall ~~insurance~~be ~~coverage~~provided ~~in accordance~~ with the ~~Company’s~~benefits ~~policies,~~described ~~for his role with the Company.~~below:

~~Effective~~A. ~~upon~~Annual ~~satisfactory~~base ~~completion of~~compensation: ~~services~~$120,000 ~~for~~($10,000 ~~the~~per ~~first ninety (90~~month) ~~days~~B. ~~of employment,~~ Mr. ~~Hodges~~Pallas isshall ~~(i)~~receive ~~entitled~~a tosuccess ~~receive~~bonus anbased ~~annual~~on ~~bonus~~the value of upthe topurchase ~~100%~~price of ~~his~~ ~~annual~~each ~~base~~acquisition ~~salary,~~(cash ~~based~~and onequivalent) ~~the~~per ~~completion~~an ofagreed ~~various~~formula. ~~performance~~C. ~~goals~~Mr. ~~and~~Pallas ~~objectives,~~shall asreceive ~~determined~~a bysigning ~~the~~bonus ~~Company’s Board~~ of ~~Directors~~500,000 ~~and~~shares ~~(ii)~~of ~~the~~our ~~Company~~company’s ~~shall~~common ~~grant~~stock. toD. Benefits. Mr. ~~Hodges~~Pallas ~~1,000,000~~shall ~~stock~~be ~~options~~entitled to bereceive ~~issued~~benefits under ~~the~~any ~~Company’s 2013~~employee ~~Equity~~benefit ~~Plan.~~plan ~~Such~~or ~~stock~~other ~~options~~arrangement ~~shall~~made ~~vest~~available ~~over~~by athe ~~period~~Company to any of ~~three~~its employees (3)including, ~~years~~without atlimitation, athe ~~rate~~Company’s ~~of 333~~medical,~~333~~ ~~after~~401(k) ~~completion~~and ofsimilar ~~the~~plans ~~first year~~as ofmay ~~employment~~be approved by the Board, ~~333~~collectively,~~333~~ ~~after~~the ~~completion~~“Benefits”). ofE. ~~the~~Expenses. ~~second~~The ~~year~~Company ofshall ~~employment~~reimburse Mr. Pallas for all reasonable travel and ~~333,334~~other ~~after~~business ~~the~~expenses ~~third~~incurred ~~year~~in the performance of ~~employment~~his duties to the Company. ~~Each stock~~Such ~~option~~expenses shall be ~~exercisable~~reimbursable ~~until~~upon ~~the~~submission ~~fifth~~of ~~(5th)~~verifiable ~~anniversary~~receipts ofin accordance with the ~~date~~policies of ~~grant~~the atCompany. aF. ~~price~~1.75 ofMillion ~~$3.00~~Warrants ~~per~~as ~~share.~~follows:

The Hodges Employment Agreement has a term of three years and will automatically renew for successive one (1) year periods thereafter unless 3 months written notice is provided by either party. The Hodges Employment Agreement may be terminated by us upon death, disability, or for cause (as such term is defined in the Hodges Employment Agreement). In the event the Company terminates Mr. Hodges’ employment before the end of initial term without cause, or if Mr. Hodges terminates his employment before the initial term for good reason (as such term is defined in the Hodges Employment Agreement), the Company shall pay Mr. Hodges the greater of six month’s salary or the amount of salary that remains to be paid for the rest of the unexpired initial term, and shall provide Mr. Hodges an annual bonus pro-rated on the basis of the number of whole months Mr. Hodges has worked in the year of the termination of employment. In the event the Company terminates Mr. Hodges’ employment before the end of the initial term for cause, or Mr. Hodges resigns without good reason, Mr. Hodges will be entitled to the salary and benefits he has accrued up until the date of termination.

Number of

Issue

Strike

Expire

Warrants

Date

Price

Date

500,000

5/1/2016

0.50

5/1/2023

500,000

5/1/2016

1.00

5/1/2023

750,000

5/1/2016

2.00

5/1/2021

~~Outstanding Equity Awards at 2014 Fiscal Year End~~36

Option awards

Stock awards

Equity

incentive

Equity

plan

incentive

awards:

plan

Market

awards;

Number

payout

Equity

value of

incentive

Number

Market

unearned

plan

value of

shares,

awards:

units or

Number of

or units

other

securities

of stock

rights

underlying

that

unexercised

Option

have not

options (#)

unearned

exercise

expiration

vested

Name

exercisable

options (#)

price

date

(#)

($)

(#)

($)

Deepak Devaraj

1,000,000

(1)

9/8/2023

Outstanding Equity Awards at 2016 Fiscal Year End

(1) Mr. Devaraj will receive the following fully vested options to purchase shares of Common Stock: (i) 250,000 options with an exercise price of $2.00 per share (ii) 250,000 options with an exercise price of $3.00 per share (iii) 250,000 options with an exercise price of $4.00 per share, and (iv) 250,000 options with an exercise price of $5.00 per share. Each of the options are exercisable for a term of 10 years. These were the only options granted during the year ended December 31, 2013. There were no additional options granted during the year ended December 31, 2014. During the years ended December 31, 2014 and 2013, the Company recorded share-based payment expenses amounting to $216,357 and $82,394, respectively.

Option & Warrant awards

Stock awards

Equity

incentive

Equity

plan

incentive

awards:

plan

Market

awards;

Number

payout

Equity

value of

incentive

Number

Market

unearned

plan

value of

shares,

awards:

units or

Number of

or units

other

securities

of stock

rights

underlying

that

unexercised

Option

have not

options (#)

unearned

exercise

expiration

vested

Name

exercisable

options (#)

price

date

(#)

($)

(#)

($)

Options

Deepak Devaraj

250,000

2.00

9/8/2023

250,000

3.00

9/8/2023

250,000

4.00

9/8/2023

250,000

5.00

9/8/2023

Robert Y Lee

1,000,000

0.50

5/1/2023

1,000,000

1.00

5/1/2023

2,000,000

2.00

5/1/2021

Warrants

Brian Pallas

500,000

0.50

5/1/2023

500,000

1.00

5/1/2023

750,000

2.00

5/1/2021

372013 Equity Plan

On September 6, 2013, our board of directors adopted the 2013 Equity Plan. Under this plan, we may grant options to employees, directors, senior management of the company and, under certain circumstances, consultants. The purpose of the 2013 Equity Plan is to retain the services of the group of persons eligible to receive option awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the company and its affiliates. A maximum of 4,000,000 shares of common stock has been reserved for issuance under this plan. The plan expires on September 6, 2023. Our board of directors will administer the plan unless and until the board of directors delegates administration to a committee, consisting of one or more members, that has been appointed by the board of directors, except that once our common stock begins trading publicly, the committee will consist solely of two or more outside directors as defined in the Treasury Regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended. The board of directors will have the power to determine which persons eligible under the plan will be granted option awards, when and how each option award will be granted, and the provisions and terms of each option award. If the board of directors delegates administration of the plan to a committee, the committee will inherit all of the powers possessed by the board of directors.

On September 6, 2013, our board of directors adopted the 2013 Equity Plan. Under this plan, we may grant options to employees, directors, senior management of the company and, under certain circumstances, consultants. The purpose of the 2013 Equity Plan is to retain the services of the group of persons eligible to receive option awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the company and its affiliates . A maximum of 4,000,000 shares of common stock has been reserved for issuance under this plan. The plan expires on September 6, 2023. Our board of directors will administer the plan unless and until the board of directors delegates administration to a committee, consisting of one or more members, that has been appointed by the board of directors, except that once our common stock begins trading publicly, the committee will consist solely of two or more outside directors as defined in the Treasury Regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended. The board of directors will have the power to determine which persons eligible under the plan will be granted option awards, when and how each option award will be granted, and the provisions and terms of each option award. If the board of directors delegates administration of the plan to a committee, the committee will inherit all of the powers possessed by the board of directors.Transferability

~~Transferability~~Option awards are not transferable other than by will or by the laws of descent and distribution unless otherwise provided in the individual option agreement.

~~Option awards are not transferable other than by will or by the laws of descent and distribution unless otherwise provided in the individual option agreement.~~37

Change of Control Event

In the event of a change in control, then, without the consent or action required of any holder of an option award (in such holder’s capacity as such):

(i) Any surviving corporation or acquiring corporation or any parent or affiliate thereof, as determined by the board of directors in its discretion, will assume or continue any option awards outstanding under the plan in all or in part or shall substitute to to similar stock awards in all or in part; or

(ii) In the event any surviving corporation or acquiring corporation does not assume or continue any option awards or substitute to ~~similar~~ similar stock awards, for those outstanding under the plan, then: (a) all unvested option awards will expire (b) vested options will terminate if not exercised at or prior to such change in control; or

(iii) Upon change in control the board of directors may, in its sole discretion, accelerate the vesting, partially or in full, in the sole discretion of the board of directors and on a case-by-case basis of one or more option awards as the board of directors may determine to be appropriate prior to such events.

Notwithstanding the above, in case of change in control, in the event all or substantially all of the shares of the company are to be exchanged for securities of another company, then each holder of an option award shall be obliged to sell or exchange, as the case may be, any shares such holder hold or purchased under the plan, in accordance with the instructions issued by the board of directors, whose determination shall be final.

Termination of Employment/Relationship

In the event of termination of the option holders employment with the company or any of its affiliates, or if applicable, the termination of services given to the company or any of its affiliates by consultants of the company or any of its affiliates for cause (as defined in the plan), all outstanding option awards granted to such option holder (whether vested or not) will immediately expire and terminate on the date of such termination and the holder of option awards will not have any right in connection to such outstanding option awards, unless otherwise determined by the board of directors. The shares of common stock covered by such option awards will revert to the plan.

~~Director Compensation~~38

~~Our directors did not receive any compensation~~Director ~~during~~Compensation ~~the years ended December 31, 2014 and 2013, except as follows:~~

		Fees
		earned
		or paid						Option
		in cash		Stock				Awards		All Other
Name	Fiscal Year	($)		Awards		Bonus		($)		Compensation		Total ($)
Dimitri Villard (1)	2014	$	-	$	-	$	-	$	-	$	-	$	-
	2013	$	-	$	13,125	$	-	$	-	$	13,125	$	26,250
Deepak Devaraj (2)	2014	$	-	$	-	$	-	$	216,357	$	-	$	216,357
	2013	$	-	$	-	$	-	$	82,394	$	-	$	82,394
General Wesley K. Clark (3)	2014	$	240,000	$	-	$	-	$	-	$	357,700	$	597,700
	2013	$	213,333	$	-	$	-	$	-	$	259,114	$	472,447

Our directors did not receive any compensation during the years ended December 31, 2015 and 2016, except as follows:

			Fees earned				Option
		Fiscal	or paid in	Stock		Awards	All Other
Name		Year	cash ($)	Awards	Bonus	($)	Compensation	Total ($)

Robert Lee	1	2016	$
		2015

Brian Pallas	2	2016	$

James Anderson	3	2016	$

Peter Freix	4	2016	$	50,000

General	5	2016
Wesley K. Clark		2015	$

1) On July 16, 2012, we entered into an advisory agreement (the “Villard Advisory Agreement”) with Dimitri Villard. The parties agreed that from July 1, 2012 until June 30, 2013, Mr. Villard would perform advisory services for us, as well as serving as member of our Board of Directors. In compensation, we will pay Mr. Villard $45,000, consisting of: (i) $22,500 of shares of our Common Stock which were issued equally on a monthly basis pursuant to the terms of the Villard Advisory Agreement, and (ii) $22,500 of cash to be paid in monthly payments of $1,875 pursuant to the terms of the Villard Advisory Agreement. The Villard Advisory Agreement contains a share provision, whereby we will issue $22,500 worth of shares over the requisite service period based upon a $.50 per share price of common stock (based on 50% of the per share price of common stock sold in the 2012 Private Placement Offering). Mr. Villard did not receive any cash payments or shares in 2012. Mr. Villard resigned as a director on September 6, 2013.

1	See Officer compensation above

2	See Officer compensation above

3	James Anderson does not have a compensations agreement

4	Peter Freix was appointed to the board of directors on December 28, 2015 and subsequently resigned on April 18, 2016. For his services Mr. Freix received 50,000 shares of common stock.

5	General Clark resigned from the board of directors on April 8, 2016 . On September 6, 2013, the Company issued warrants to the Clark Group to purchase 500,000 shares of the Company’s common stock. These warrants have expired. The warrants had an exercise price of $1.00 and were exercisable for a period of three [3] years.

2) Mr. Deveraj will receive the following fully vested options to purchase shares of Common Stock: (i) 250,000 options with an exercise price of $2.00 per share (ii) 250,000 options with an exercise price of $3.00 per share (iii) 250,000 options with an exercise price of $4.00 per share, and (iv) 250,000 options with an exercise price of $5.00 per share. Each of the options are exercisable for a term of 10 years. These were the only options granted during the year ended December 31, 2013. There were no additional options granted during the year ended December 31, 2014. During the year ended December 31, 2014 and 2013, the Company recorded share-based payment expenses amounting to $216,357 and $82,394, respectively.39

~~3) On August 15, 2012, the Company entered into an Agreement to pay the Clark Group $200,000 per year for~~Item ~~a period of 24 months~~12. ~~Pursuant to the Clark Group Agreement, General Wesley K. Clark serves as Vice Chairman and Senior Veterans~~Security ~~Advisor~~Ownership of ~~the~~Certain ~~company.~~Beneficial OnOwners September 6, 2013, the agreement with the Clark Group was amended (the “Amended Clark Agreement”). Pursuant to the Amended Clark Agreement, the Clark Group will be paid $240,000 per year in cash in twelve equal installments, payable on the first day of each month in the amount of $20,000. In addition, the Company issued warrants to the Clark Group to purchase 500,000 shares of the Company’s common stock during 2014. The warrants have an exercise price of $1.00 and ~~are~~Management exercisable for a period of three years from the date of the Amended Clark Agreement. During 2014, the Clark Group earned a total of $240,000 in Fees, of which $20,000 was paid to the Clark Group in cash, $140,000 was converted into equity units of the Company consisting of Common Stock and ~~warrants,~~Related ~~and~~Shareholder $80,000 is accrued compensation due to the Clark Group. During 2013, the Clark Group earned a total of $213,333.33 in Fees, of which $90,000 was paid to the Clark Group in cash and $123,333 was accrued compensation due to the Clark Group. In addition, the Company issued warrants to the Clark Group to purchase 500,000 shares of the Company’s common stock during 2013. The warrants have an exercise price of $1.00 and are exercisable for a period of three years from the date of the Amended Clark Agreement.Matters

~~Item~~The following ~~12.~~table ~~Security~~sets ~~Ownership~~forth certain information with respect to the beneficial ownership of ~~Certain~~our ~~Beneficial~~common ~~Owners~~stock as of December 31, 2016 for: (i) each of our directors; (ii) each of our executive officers: (iii) all of our directors and ~~Management~~executive officers as a group; and ~~Related~~(iv) ~~Shareholder~~all ~~Matters~~persons, to our knowledge, are the beneficial owners of more than five percent (5%) of the outstanding shares of common stock. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to the securities.

~~The following table sets forth certain~~Except ~~information~~as ~~with~~indicated ~~respect~~in footnotes to ~~the~~this ~~beneficial ownership of our common stock as of March 31~~table, ~~2015~~we ~~for:~~believe ~~(i)~~ each ofperson ~~our~~named ~~directors;~~in ~~(ii) each~~this oftable ~~our~~has ~~executive~~sole ~~officers:~~voting ~~(iii) all of our directors~~ and ~~executive~~investment ~~officers~~power aswith respect ~~a group; and (iv) all persons,~~ to ~~our knowledge, are~~ the ~~beneficial~~shares ~~owners~~ of ~~more~~common ~~than~~stock ~~five~~set ~~percent~~forth ~~(5%)~~opposite ofsuch ~~the~~person’s ~~outstanding shares of common stock~~name. ~~Beneficial~~Percentage ownership is ~~determined in~~based ~~accordance~~on ~~with~~45,734,208 shares ~~the rules~~ of ~~the~~common ~~SEC,~~stock ~~and~~outstanding ~~includes~~on ~~voting~~December or31, ~~investment power with respect to the securities~~2016 .

Except as indicated in footnotes to this table, we believe each person named in this table has sole voting and investment power with respect to the shares of common stock set forth opposite such person’s name. Percentage ownership is based on 19,721,429 shares of common stock outstanding on March 31, 2015.

						Common Stock
Name of Beneficial				Convertible		Beneficially		Percent of
Owner (1)(2)		Common Stock		Securities		Owned		Class **

Urban Pharms, LLC	3		7,000,000				7,000,000		15	%
John E. Walker	4		5,000,000				5,000,000		11	%
Robert Y. Lee	5		3,734,003		4,712,000		8,446,003		17	%
Brian Pallas	6		535,133		2,000,000		2,535,133		5	%
James Anderson	7		526,670		37,500		2,526,670		6	%
David Danhi	8		4,345,000		70,000		4,415,000		10	%

Directors, officers and 5% holders as a group					(6 persons)		29,922,806

Total Common Stock shares issued and outstanding at December 31, 2016							45,734,208

			Convertible	Common Stock	Percent of
	The percentage ownership of each person is calculated by assuming that only such person exercises all of his or her convertible securities as noted in the footnotes and the table above. Therefore, the amount of common stock issuable upon exercise of such convertible securities are added to the total shares currently issued and outstanding.
Name of Beneficial Owner (1)(2)		Common Stock	Securities	Beneficially Owned	Class **
1	Unless otherwise indicated, the address of each person is at American Patriot Brands, Inc. 4570 Campus Drive, Suite 1, Newport Beach, CA 92660.
David Danhi (3)		4,345,000	70,000	4,415,000	22.31	%
2	Unless otherwise indicated, all ownership is direct beneficial ownership
Robert Y. Lee (4)		812,000	712,000	1,524,000	7.46	%
3	Urban Pharms is a subsidiary of American Patriot Brands, Inc.
Deepak Devaraj (5)		796,226	1,375,000	2,171,226	10.29	%
4	John E. Walker was a former owner of Urban Pharms and has no ongoing role with the company
General Wesley Clark (6)		112,000	1,112,000	1,224,000	5.88	%
5	Includes (i) options & warrants to purchase 4,712,000 shares of common stock which are currently exercisable and (ii) 350,000 shares of common stock held by Joshua Capital, LLC, of which Mr. Lee is the sole owner.
Peter Goldstein (7)		1,036,000	966,000	2,002,000	9.68	%
6	Includes warrants to purchase 2,000,000 shares of common stock which are currently exercisable.
Trilogy Capital Partners, Inc. (8)		950,000	600,000	1,550,000	7.63	%
7	Includes 37,500 shares of common stock issuable upon the exercise of warrants which are currently exercisable
Algie Hodges		—	—	—	—
8	Includes 3,000,000 common shares held in escrow to be returned to the company upon the company meeting specific conditions.
Directors and officers as a group (5 persons)				11,336,226	47.32	%

** The percentage ownership of each person is calculated by assuming that only such person exercises all of his or her convertible securities as noted in the footnotes and the table above. Therefore, the amount of common stock issuable upon exercise of such convertible securities are added to the 1945,~~721~~734,~~429~~208 shares currently issued and outstanding.

3940

(1)	Unless otherwise indicated, the address of each person is The Grilled Cheese Truck, Inc., 151 North Nob Hill Road, Suite 321, Fort Lauderdale, FL 33324 .
(2)	Unless otherwise indicated, all ownership is direct beneficial ownership.
(3)	Includes warrants to purchase 70,000 shares of common stock which are currently exercisable.
(4)	Includes (i) warrants to purchase 600,000 shares of common stock which are currently exercisable and (ii) 700,000 shares of common stock held by Joshua Capital, LLC, of which Mr. Lee is the sole owner.
(5)	Includes (i) 375,000 shares of common stock issuable upon the exercise of warrants which are currently exercisable and (ii) 1,000,000 options to purchase common stock issued pursuant to the Company’s 2013 Equity Plan which are currently exercisable.
(6)	Includes 500,000 shares of common stock issuable upon exercise of a warrant that is currently exercisable.
(7)	Includes (i) 36,000 shares of common stock held by Grandview Capital Partners, Inc., (ii) 600,000 shares of common stock issuable upon exercise of a warrant which is currently exercisable and (iii) 366,000 shares of common stock issuable upon exercise of warrants held by Grandview Capital Partners, Inc. Mr. Goldstein, is the founder, chairman, chief executive officer and registered principal of Grandview Capital Partners, Inc.
(8)	Includes (i) 950,000 shares of common stock and (ii) 600,000 shares of common stock issuable upon the exercise of warrants which are immediately exercisable. Our former President, Secretary, and director, who resigned each of the respective positions on July 21, 2013, Alfonso J. Cervantes, owns 100% equity interest in Trilogy Capital Partners, Inc.

Item 13. Certain Relationships and Related Transactions, and Director Independence

~~Item 13.~~ Certain Relationships and Related Transactions~~, and Director Independence~~

~~Certain~~Except as ~~Relationships~~disclosed ~~and~~below, ~~Related~~none ~~Transactions~~of the following persons has any direct or indirect material interest in any transaction to which we are a party in the Company’s last fiscal year or in any proposed transaction to which we are proposed to be a party:

~~Except~~(A) Any of our directors or officers; (B) Any proposed nominee for election as ~~disclosed~~our ~~below~~director; (C) Any person who beneficially owns, ~~none~~directly or indirectly, shares carrying more than 10% of the ~~following~~ ~~persons~~voting ~~has~~rights ~~any~~attached ~~direct~~to our common stock; or ~~indirect~~(D) ~~material~~Any ~~interest~~relative inor spouse of any ~~transaction~~of tothe ~~which~~foregoing wepersons, ~~are~~or aany ~~party~~relative inof such spouse, who has the ~~Company’s last~~same ~~fiscal~~house ~~year~~as such person or inwho is a director or officer of any ~~proposed~~parent ~~transaction~~or tosubsidiary ~~which~~of weour ~~are~~company. ~~proposed~~See Note 13 – Related Party Transactions in notes to beconsolidated afinancial ~~party:~~statements.

(A) Any of our directors or officers; (B) Any proposed nominee for election as our director; (C) Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or (D) Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our companyItem 14. ~~See~~Principal ~~Note~~Accountant 13Fees –and ~~Related Party Transactions in notes to consolidated financial statements~~Services.

40The following table sets forth fees billed to us by our independent registered public accounting firms during the fiscal years ended December 31, 2015 and 2014 for: (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly financial statements; (ii) services by our independent registered public accounting firms that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported as Audit Fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other fees for services rendered.

Item 14. Principal Accountant Fees and Services.

	December 31, 2015		December 31, 2014
Audit fees	$	67,500	$	67,500
Audited related fees	$	—	$	—
Tax fees	$	—	$	—
All other fees	$	0	$	12,500
Total	$	67,500	$	80,000

~~The~~AUDIT FEES. ~~following~~Consists ~~table~~of ~~sets forth~~ fees billed to ~~us by our independent registered public accounting firms during the fiscal years ended December 31, 2014 and 2013~~ for: ~~(i)~~professional services rendered for the audit of ~~our~~the ~~annual~~Company’s consolidated financial statements and ~~the~~ review of ~~our quarterly financial statements; (ii) services by our independent registered public accounting firms that are reasonably related to~~ the ~~performance~~interim ~~of the audit or review of our~~ consolidated financial statements ~~and~~included ~~that are not reported as Audit Fees; (iii) services rendered~~ in ~~connection~~quarterly ~~with~~reports ~~tax compliance, tax advice~~ and ~~tax~~services ~~planning;~~that ~~and~~are ~~(iv)~~provided ~~all~~by ~~other fees for services rendered~~RBSM LLP.

	December 31, 2014		December 31, 2013
Audit fees	$	67,500	$	67,500
Audited related fees	$	—	$	—
Tax fees	$	—	$	—
All other fees	$	12,500	$	5,000

AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements and are not reported under “Audit Fees.” There were no Audit-Related services provided in fiscal 2015 or 2014.

~~AUDIT~~ TAX FEES. Consists of fees billed for professional services ~~rendered~~ for ~~the~~tax ~~audit~~preparation ~~of the Company's consolidated financial statements~~ and ~~review~~other oftax ~~the interim consolidated financial statements included in quarterly reports and~~ services ~~that are provided by RBSM LLP~~.

~~AUDIT-RELATED~~ALL OTHER FEES. Consists of fees ~~billed~~ for ~~assurance~~products and ~~related~~ services ~~that~~other ~~are~~than ~~reasonably related to~~ the ~~performance~~services ~~of the audit or review of consolidated financial statements and are not~~ reported ~~under "Audit Fees~~above.~~" There were no Audit-Related services provided in fiscal 2014 or 2013.~~

~~TAX FEES. Consists of fees billed for professional~~Audit ~~services~~Committee ~~for tax preparation and other tax services.~~Policies

~~ALL~~The Board ~~OTHER~~of ~~FEES.~~Directors ~~Consists~~is ofsolely ~~fees~~responsible for ~~products~~ the approval in advance of all audit and permitted non-audit services to be provided by the independent auditors (including the fees and other ~~than~~terms thereof), subject to the de minimus exceptions for non-audit services provided ~~reported~~by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Board of Directors prior to the completion of the audit. None of the fees listed above are for services rendered pursuant to such de minimus exceptions.

~~Audit Committee Policies~~41

~~The Board of Directors is solely responsible for the approval~~Item in15. ~~advance~~Exhibits ~~of all audit~~ and ~~permitted~~Financial ~~non-audit~~Statement services to be provided by the independent auditors (including the fees and other terms thereof), subject to the de minimus exceptions for non-audit services provided by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Board of Directors prior to the completion of the auditSchedules. ~~None of the fees listed above are for services rendered pursuant to such de minimus exceptions.~~

~~Item~~(a) The ~~15.~~following ~~Exhibits~~documents ~~and~~are ~~Financial~~filed ~~Statement~~as ~~Schedules.~~part of this report:

(a1) ~~The~~Financial ~~following documents are filed as part of this report:~~Statements

~~(1)~~Reference is made to the Index to Consolidated Financial Statements of the Company under Item 8 of Part II.

~~Reference~~(2) ~~is made to the Index to Consolidated~~ Financial ~~Statements~~Statement ~~of the Company under Item 8 of Part II.~~Schedule

~~(2)~~All consolidated ~~Financial~~financial ~~Statement~~statement ~~Schedule~~schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II above.

~~All~~Exhibit consolidated financial statement schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II aboveNo. Description

Exhibit No.		Description
31.1		Section 302 Certification of Principal Executive Officer*
2.1		Share Exchange Agreement by and between TRIG Acquisition 1, Inc., GCT, Inc., Grilled Cheese, Inc., Michele Grant, and David Danhi dated October 18, 2012 (1)
31.2		Section 302 Certification of Principal Financial Office*
3.1		Articles of Incorporation (2)
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer*
3.2		Certificate of Amendment to Articles of Incorporation (3)
32.2		Section 906 Certification of Principal Executive Officer and Principal Financial Officer*
3.3		Certificate of Amendment to Articles of Incorporation (4)
101		Interactive Data File (XBRL)*
3.4		Bylaws (5)
4.1		Form of Note for October 2012 Offering (6)
4.2		Form of Warrant for October 2012 Offering (7)
4.3		Form of Note for July 2012 Offering (8)
4.4		Form of Warrant to TRIG Capital Group, LLC for July 2012 Offering (9)
4.5		Form of Note for June 2013 Offering (10)
4.6		Form of Warrant for June 2012 Offering (11)

41* Filed herewith.

4.7		Form of Warrant issued pursuant to an Asset Purchase Agreement by and among Hook & Ladder Draught House, LLC, KOW Leasing Co., LLC and Deepak Devaraj dated August 8, 2013 (12)
10.1		Registration Rights Agreement by and between TRIG Acquisition 1, Inc. and Michele Grant, dated October 18, 2012 (13)
10.2		Form of Subscription Agreement for October 2012 Offering (14)
10.3		Form of Registration Rights Agreement (15)
10.4		Danhi Employment Agreement (16)
10.5		Chord Advisor Agreement (17)
10.6		PBNJ Advisory Agreement (18)
10.7		Amendment to TRIG Capital Group, LLC Advisory Agreement (19)
10.8		Clark Group Agreement (20)
10.9		Advisory Agreement between Richard M. Cohen Consultants, Inc. and the Company, dated July 16, 2012 (21)
10.10		Form of Note Purchase Agreement in connection with the July 2012 Offering (22)
10.11		Form of Repurchase Agreement (23)
10.12		Advisory Agreement between TRIG Capital Group, LLC and the Company, dated July 16, 2012 (24)
10.13		Investor Relations Agreement between Trilogy Capital Partners, Inc. and the Company, dated July 16, 2012 (25)
10.14		Advisory Agreement between Dimitri Villard and the Company, dated July 16, 2012 (26)
10.15		Employment Agreement between Robert Lee and the Company, dated July 16, 2012 (27)
10.16		Advisory Agreement between Grandview Capital Partners, Inc. and the Company, dated July 16, 2012 (28)
10.17		Form of Subscription Agreement for August 2012 Offering (29)
10.18		Form of Subscription Agreement for June 2013 Offering (30)
10.19		Form of Registration Rights Agreement (31)
10.20		Asset Purchase Agreement by and among Hook & Ladder Draught House, LLC, KOW Leasing Co., LLC and Deepak Devaraj dated August 8, 2013 (32)
10.21		Employment Agreement with Deepak Devaraj dated August 8, 2013 (33)
10.22		Form of Amendment No. 1 to the Advisory Agreement with Dimitri Villard, dated September 6, 2013 (34)
10.23		Form of Amendment No. 1 to the Term Sheet with Wesley K. Clark & Associates, LLC, dated September 6, 2013 (35)
10.24		Form of Amendment No. 1 to the Employment Agreement with Robert Y. Lee, dated September 6, 2013 (36)
10.25		Form of Employment Agreement with Peter Goldstein, dated September 6, 2013 (37)
10.26		Asset Purchase Agreement by and between the Company and American Food Truck Group, LLC, dated September 12, 2013 (38)
10.28		Placement Agent Termination Agreement, dated September 6, 2013 (39)
10.29		Stock Purchase Agreement with Trilogy Capital Partners, dated April 12, 2012 (40)
10.30		Form of Standard Catering Agreement (41)
10.31		Amendment No. 2 to Employment Agreement with Rober Y. Lee, dated November 18, 2014*
10.32		Amendment No. 1 to Employment Agreement with David Danhi, dated November 18, 2014*
10.33		Amendment No. 2 to the Term Sheet with Wesley K. Clark & Associates, LLC, dated November 17, 2014*
10.34		Amendment No. 1 to Employment Agreement with Peter Goldstein, dated November 18, 2014*
10.35		Employment Agreement between Algie Hodges and the Company, dated January 26, 2015 (43)
10.36		Cooperation Agreement between the Company and Orange County Rescue Mission, Inc., dated March 30, 2015*
10.37		Amendment No. 1 to PBNJ Advisory Agreement, dated November 17, 2014*

14.1		Code of Conduct and Ethics (42)
31.1		Section 302 Certification of Principal Executive Officer*
31.2		Section 302 Certification of Principal Financial Office*
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer*
101		Interactive Data File (XBRL)*

SIGNATURES

*Pursuant to ~~Filed~~the ~~herewith~~requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(1) Previously filed as Exhibit 2.1 to Form 8-K filed on October 24, 2012.

American Patriot Brands, Inc. (f.k.a. THE GRILLED CHEESE TRUCK, INC.)

Date:October 4, 2017	By:	/s/ Robert Lee
	Name:	Robert Lee
	Title	Chief Executive Officer

	By:	/s/ Robert Lee
	Name:	Robert Lee
	Title	Principal Accounting Officer

~~(2)~~Pursuant to ~~Previously~~the ~~filed~~requirements asof ~~Exhibit~~the ~~3.1~~Securities toExchange ~~Form~~Act ~~10-12G/A~~of ~~filed~~1934, this report has been signed below by the following persons on behalf ~~September~~of ~~14,~~the ~~2010~~registrant and in the capacities and on the dates indicated.

(3) Previously filed as Exhibit 3.1 to Form 8-K filed on July 6, 2011.

Name	Position	Date

/s/ Robert Y. Lee	Executive Chairman,	October 4, 2017
Robert Y. Lee	Director


/s/ Brian Pallas	Director	October 4, 2017
Brian Pallas

/s/ James Anderson	Director	October 4, 2017
James Anderson

~~(4) Previously filed as Exhibit 3.1 to Form 8-K filed on April 29, 2013.~~43

~~(5) Previously filed as Exhibit 3.2 to Form 10-12G/A filed on~~AMERICAN ~~September~~PATRIOT 14BRANDS, ~~2010~~INC. and SUBSIDIARIES

(6)formerly The ~~Previously~~Grilled ~~filed~~Cheese ~~as Exhibit 4.1 to Form 8-K filed on October 24~~Truck, ~~2012~~Inc.)

~~(7) Previously filed as Exhibit 4.2 to Form 8-K filed on October~~DECEMBER 2431, ~~2012.~~2015

~~(8)~~INDEX TO ~~Previously~~CONSOLIDATED ~~filed~~FINANCIAL ~~as Exhibit 4.1 to Form 8-K filed on July 25, 2012.~~STATEMENTS

(9) Previously filed as Exhibit 4.2 to Form 8-K filed on July 25, 2012.

CONTENTS	PAGE NO.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2015 and 2014	F-2

Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014	F-3

Consolidated Statement of Stockholders’ Deficit for the Two Years Ended December 31, 2015	F-4

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014	F-5

Notes to the Consolidated Financial Statements	F-6

~~(10) Previously filed as Exhibit 4.1 to Form 8~~F-~~K filed on June 26, 2013~~1

~~(11)~~AMERICAN PATRIOT ~~Previously~~BRANDS, ~~filed as Exhibit 4~~INC.2 toand ~~Form 8-K filed on June 26, 2013~~SUBSIDIARIES

42(formerly The Grilled Cheese Truck, Inc.)

~~(12) Previously filed as Exhibit 10.2 to Form 8-K filed on August~~CONSOLIDATED ~~14,~~BALANCE ~~2013.~~SHEETS

(13) Previously filed as Exhibit 10.1 to Form 8-K filed on October 24, 2012.

	December 31, 2015		December 31, 2014

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	-	$	348,099
Accounts receivable, net		2,170		7,966
Notes receivable, net		-		54,780
Prepaid expenses and other current assets		18,168

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