Cyberfort Software, Inc. - Quarter Report: 2014 June (Form 10-Q)

pbfi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File # 333-174894

Patriot Berry Farms, Inc.

(Exact name of small business issuer as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

38-3832726

(IRS Employer Identification Number)

7380 Sand Lake Road, Suite 500

Orlando, FL 32819

(Address of principal executive offices)(Zip Code)

(503) 505-6946

(Issuer’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required 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 day. x Yes o No

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

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

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

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

As of August 18, 2014, there are 73,399,871 shares of common stock outstanding.

PATRIOT BERRY FARMS, INC.

QUARTERLY REPORT ON FORM 10-Q

June 30, 2014

TABLE OF CONTENTS

		PAGE

PART 1 - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		13
Item 4.	Controls and Procedures		13

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		14
Item 1A.	Risk Factors		14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3.	Defaults Upon Senior Securities		14
Item 4.	Mine Safety Disclosures		14
Item 5.	Other Information		14
Item 6.	Exhibits		15

SIGNATURES			16

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 that 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 Quarterly Report on Form 10-Q 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 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 the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q.

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.

CERTAIN TERMS USED IN THIS REPORT

All references in this Quarterly Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Patriot Berry” and the “Registrant” refer to Patriot Berry Farms, Inc. unless the context indicates another meaning.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Patriot Berry Farms, Inc.

Financial Statements (Unaudited)

June 30, 2014

Index to the Financial Statements (Unaudited)

June 30, 2014

	Page
Balance Sheets as of June 30, 2014 and March 31, 2014 (Unaudited)		5

Statements of Operations for the three months ended June 30, 2014 and 2013 (Unaudited)		6

Consolidated Statements of Cash Flows for the three months ended June 30, 2014 and 2013 (Unaudited)		7

Notes to Financial Statements (Unaudited)		8

Patriot Berry Farms, Inc.

Balance Sheets

(Unaudited)

	June 30, 2014			March 31, 2014
ASSETS
Current assets
Cash	$	23,389		$	451
Total current assets		23,389			451
Property and equipment		402,765			402,765
Less: Accumulated depreciation		(1,884	)		-
Total property and equipment		400,881			402,765
TOTAL ASSETS	$	424,270		$	403,216

LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses		25,395		$	24,780
Accounts payable - related party		138,548			129,613
Note payable - current		200,000			200,000
Total current liabilities		363,943			354,393
Total liabilities		363,943			354,393

Commitments and contingencies

Stockholders' equity:
Common stock, $0.001 par value - 100,000,000 share authorized, 73,349,871 and 71,729,871 shares issued and outstanding at June 30, 2014 and March 31, 2014, respectively		73,350			71,730
Additional paid-in capital		1,780,811			972,466
Accumulated deficit		(1,793,834	)		(995,373	)
Total stockholders' equity		60,327			48,823
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	424,270		$	403,216

See accompanying notes to the financial statements.

Patriot Berry Farms, Inc.

Statements of Operations

(Unaudited)

	Three Months Ended
	June 30,
	2014			2013
Revenues
Product sales	$	117,120		$	-
Total revenues		117,120			-

Cost of products sold		29,120			-

Gross profit		88,000			-

Operating expenses:
Selling, general and administrative expenses		134,577			51,115
Stock compensation expense		750,000			-
Depreciation		1,884			-

Total operating expenses		886,461			51,115

Net loss	$	(798,461	)	$	(51,115	)

Loss per common share - Basic and diluted	$	(0.01	)	$	(0.00	)

Weighted average common shares outstanding - Basic and diluted		71,884,157			69,720,000

See accompanying notes to the financial statements.

Patriot Berry Farms, Inc.

Statements of Cash Flows

(Unaudited)

	Three Months Ended
	June 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(798,461	)	$	(51,115	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation expense		750,000			-
Depreciation		1,884			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		615			101
Accounts payable - related party		8,935			20,000
Net cash used in operating activities		(37,027	)		(31,014	)
Cash flows from financing activities:
Net proceeds from related party advances		-			72,909
Issuance of common stock for cash		59,965			-
Net cash provided by financing activities		59,965			72,909
Net change in cash		22,938			41,895
Cash at the beginning of the period		451			2,575
Cash at the end of the period	$	23,389		$	44,470

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to the financial statements.

Patriot Berry Farms, Inc.

Notes to Financial Statements

June 30, 2014

(Unaudited)

1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies

Patriot Berry Farms, Inc. (“Patriot” or the “Company”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. Patriot is in the business of acquiring and establishing profitable berry farms throughout the United States. The main focus of the Company is on blueberry production with a secondary focus on strawberry and raspberry production.

On July 1, 2014, the Board of Directors and majority shareholders of the Company approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc. to Patriot Cannabis Farms, Inc. As of the date of this quarterly report, the name change has not been effected.

Development Stage Company

The Company was in the development stage until March 31, 2014, as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. During April 2014, the Company exited the development stage as a result of the Company generating revenue from its farming operations.

Revenue Recognition

The Company derives revenue from the sale of agricultural products. In accordance with ASC 605, Revenue Recognition, revenue and related costs of products sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured. These terms are typically met upon shipment of the product to the customer.

Reclassification

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in the current period.

2. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2014, the Company has an accumulated deficit of $1,793,834. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to continue as a going concern is dependent upon, among other things, obtaining additional financing to continue operations. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3.Blueberry Farm Acquisition

Patriot Berry Farms, Inc.

Notes to Financial Statements

June 30, 2014

(Unaudited)

The Note is non-interest bearing and is secured by a mortgage on the Harmon Blueberry Farm. The terms of the promissory note require the Company to remit payments of principal in the amount of $20,000 in fourteen (14) equal monthly installments until paid in full. As of the date of this report, the Company has not paid the $20,000 monthly installments for the months of April, May, June and July 2014, and has accrued penalty fees totaling $3,000 as of June 30, 2014.

The acquisition was accounted for under the acquisition method of accounting and the related assets acquired assets and liabilities assumed were recorded at fair value. The operating results of the farm totaling approximately $16,800 in selling, general and administrative expense has been included in the consolidated results of operations of the Company for the year ended March 31, 2014.

The preliminary allocation of the purchase price was as follows:

Land	$	350,000
Equipment		52,765
Total assets acquired		402,765

Total liabilities assumed		-
Net assets acquired	$	402,765

The allocation of the purchase price above is considered preliminary and was based on valuation information, estimates and assumptions available at June 30, 2014. Management is still in the process of verifying data and finalizing information related to the valuation and recording of identifiable intangible assets, deferred income taxes and the resulting effects on the value of goodwill (if any). As the values of certain assets are preliminary in nature, they are subject to adjustment as additional information is obtained. Any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments. Any measurement period adjustments will be applied retrospectively to the acquisition date. The Company expects to finalize these matters within the measurement period.

4. Related Party Transactions

On March 21, 2014, the Company entered into a formal employment agreement with its newly appointed President, whereby the Company agreed to remit an annual salary of $120,000, payable monthly, for services rendered. On June 23, 2014, the Company amended the Cattlin Employment agreement (the “Cattlin Addendum”), pursuant to which the Company agreed to issue Daniel Cattlin, the sole officer and director of the Company, 1,500,000 shares of Common Stock upon execution of the addendum, and 500,000 shares of Common Stock upon each one year anniversary of the addendum's effective date.

Furthermore, the Company entered into a consulting agreement with its former President, whereby the Company agreed to remit $3,000 per month for services rendered on its behalf. During the three months ended June 30, 2014 and 2013, the Company incurred salaries to its current President and former President totaling $31,935 and $20,000, respectively.

During the three month period ended June 30, 2014 and 2013, the Company incurred $750,000 and $-0-, respectively, in stock-based compensation, representing the fair value of 1,500,000 shares of common stock issued to its current President (see Note 6).

Patriot Berry Farms, Inc.

Notes to Financial Statements

June 30, 2014

(Unaudited)

5. Customer Concentration

Exclusive Blueberry Sales Agreement

On April 4, 2014, the Company, through Douglas Harmon (the “Grower”), who is the Company’s Farm Manager (the “Farm”), entered into an exclusive sales agreement (the “Agreement”) with Dole Berry Company (“Dole”). Pursuant to the Agreement, Dole will be acting as the exclusive sales agent of the Company to market and sell all of the blueberries produced from the Farm for a period of five (5) harvest years beginning January 1, 2014 until December 31, 2018 unless terminated earlier. The Company shall receive advances equal to $1.00 per pound of finished product weight each week minus receiving and handling charges, as well as 10% commission to be paid to Dole. The Company will pay to the Grower a commission equal to 2% of the revenues from the sales of finished products.

The Company had sales of $117,120 and $0 for the three months ended June 30, 2014 and 2013, respectively. Sales in connection with the Agreement represented 88% of sales during the three months ended June 30, 2014.

6. Stockholders’ Equity

Common Stock Issued for Cash

In May 2014, the Company issued 120,000 shares of its common stock, par value $0.001 per share, for gross cash proceeds of $60,000.

Common Stock Issued for Services

In September 2013, the Company’s board of directors voted to issue its former President 250,000 shares of fully vested, issuable common stock as compensation, in addition to any existing compensation agreed to. Further, upon each quarter end beginning September 30, 2013, and continuing for the term of the former President’s employment with the Company, an additional 250,000 shares of the Company’s common stock shall become vested and issuable. Accordingly, the Company has issued 750,000 shares of common stock to its former President for compensation of services rendered. In addition, the Company incurred $125,000 in stock compensation expense, which represents 250,000 shares of common stock, earned by the Company’s former President for services rendered during the year ended March 31, 2014, for which shares have not been issued and, accordingly, the $125,000 has been accrued for as of June 30, 2014 and is recorded in accounts payable – related party.

In June 2014, the Company entered into an addendum to amend its President's employment agreement entered into on March 21, 2014. Pursuant to the amendment, the Company issued to its President 1,500,000 shares of common stock, and 500,000 shares of common stock, upon each one year anniversary of the addendum's effective date. The 1,500,000 shares issued in June 2014 have been valued at $0.50 per share and $750,000 has been expensed as stock compensation expense for the three months ended June 30, 2014 (see Note 4).

7. Commitments

In August 2013, the Company hired a Director of Farming and entered into an agreement, wherein the Company will pay a fee of $5,000 per month to the director for a period of 24 months in exchange for assistance in identifying, underwriting, and negotiating the terms of potential farm acquisitions on the Company’s behalf. Further, the director will assist the Company in the development of its operations and distribution, amongst other responsibilities. Upon the expiration of the initial 24 months of the agreement, the Company will ascertain if an increase in the monthly fee is warranted.

In December 2013, the Company entered into an agreement with a third-party for a period of six (6) months, wherein the Company will pay a fee of $2,000 per month in exchange for advisory services, including providing information and suggestions for improvement of production systems of berry crops, particularly blueberry, and on farms or properties being considered for purchase by the Company. On June 23, 2014, the Company renewed the agreement with the third-party for a period of six (6) months. Accordingly, during the period ended June 30, 2014, the Company had incurred $6,000 pursuant to the terms of the agreement, which amount is included in selling, general and administrative expense.

8. Subsequent Events

On August 1, 2014, the Company issued 50,000 shares of common stock to its Director of Farming, in accordance to an agreement entered into in August 2013.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act, and Section 21E of the Exchange Act. 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,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Form 10-K, Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. 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 Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this 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 Report.

Overview

Patriot Berry Farms, Inc. (the “Company” or “Patriot”) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. On December 27, 2012, a change in control occurred as a director of the Company purchased 54,400,000 shares of common stock of the Company. On January 28, 2013, the Company changed its name to Patriot Berry Farms, Inc.

On January 28, 2013, the controlling shareholder of the Company surrendered for voluntary cancellation, 1,200,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for no consideration. On the same day, the Company executed a 16:1 forward split of the Common Stock. The authorized share capital of the Company was not changed as a result of the forward split. The Company changed its corporate name to Patriot Berry Farms, Inc. Earnings per share are calculated based on common stock reflecting the forward stock split.

On May 15, 2013, the Company began implementation of its new business plan: the acquisition and operation of established and profitable berry farms throughout the United States, focusing mainly on blueberry production.

In August, 2013, the Company hired a Director of Farming and entered into an agreement, wherein the Company will pay a fee of $5,000 per month to the director for a period of 24 months in exchange for assistance in identifying, underwriting, and negotiating the terms of potential farm acquisitions on the Company’s behalf. Further, the director will assist the Company in the development of its operations and distribution, amongst other responsibilities. Upon the expiration of the initial 24 months of the director’s agreement’s term, the Company will ascertain if an increase in the monthly fee is warranted.

In November, 2013, the Company acquired an operational blueberry farm in Levy County, Florida, including equipment (“Harmon Blueberry Farm”). In accordance with the terms of the contract the Company paid $400,000, plus $2,765 in closing costs, for a total purchase price of $402,765. In conjunction with the acquisition of the Harmon Blueberry Farm, the Company originated a $280,000, non-interest bearing note payable with the seller. The terms of the promissory note require the Company to remit payments of principal in the amount of $20,000 in fourteen (14) equal monthly installments until paid in full. If payment has not been remitted on the first of each respective month, a late fee of $1,000 will be assessed. As of the date of this report, the Company has not paid the $20,000 monthly installments for the months of April, May, June and July 2014, and has accrued penalty fees totaling $3,000 as of June 30, 2014, which has been recorded and included in accounts payable. As of June 30, 2014 and March 31, 2014, the Company has recorded both a note payable – current of $200,000.

On April 4, 2014, the Company, through Douglas Harmon, who is the Company’s Farm Manager of the Morningstar Farm entered into the Sale Agreement with Dole Berry Company. Pursuant to the Sale Agreement, Dole will be acting as the exclusive sales agent of the Company to market and sell all of the blueberries produced by the Grower from the Farm for a period of five (5) harvest years beginning January 1, 2014 until December 31, 2018 unless terminated earlier. The Company shall receive advances equal to $1.00 per pound of finished product weight each week minus receiving and handling charges, as well as 10% commission to be paid to Dole. The Company will pay to the Mr. Harmon a commission equal to 2% of the revenues from the sales of finished products.

On June 23, 2014, the Company amended the Cattlin Employment agreement, pursuant to which the Company agreed to issue Daniel Cattlin, the sole officer and director of the Company, 1,500,000 shares of Common Stock upon execution of the addendum, and 500,000 shares of Common Stock upon each one year anniversary of the addendum's effective date.

On July 25, 2014, the Company renewed its agreement Strikly Berry Consulting, LLC to advise the Company on its berry farm development program, including: assessment of land or existing farms the Company is considering acquiring, assistance with evaluation of historical farm performance and production system advice including, but not limited to, pre-plant decision making, fertility, and pruning/training recommendations of berry crops.

The Company is based in Orlando, Florida, with principal executive offices located at 7380 Sand Lake Road, Suite 500, Orlando, Florida 32819 and our telephone number is (503) 505-6946.

Plan of Operation

Berry Farming Operations

The Company is currently in a stage of aggressive initial asset growth through acquisition. To reach the goal of being a major operator within the US berry market, the Company plans to gather 1,000 to 2,000 acres of mature blueberry plantings under a single operational team. To expedite this process, the Company is currently identifying a farm development company capable of managing:

·	The development of initial systems:

·	The ongoing production of the established blueberry plants and delivery to market:

·	And the expansion of total acres cultivated and overall production going forward.

Cannabis Operations

Management of the Company plans to enter the market of the acquisition of land and facilities for the cultivation of medicinal marijuana due to the growing demand and state focus on this product.

The Company recently approved a name change to undertake a dynamic new business focus that leverages the swift-growing legal marijuana industry in Colorado & key parts of US while maintaining its successful berry farming operation in Florida. The Company will remain headquartered in Orlando, Florida.

The Company’s primary focus will be to provide prudent investors a legal, compliant, turnkey entry into the burgeoning US legal marijuana market. Patriot intends to act as an independent landlord, creating value-oriented opportunity by securing and developing state-of-the-art growing operations, and then leasing them to licensed, qualified operators. The Company does not intend to grow or sell cannabis or related products.

Results of Operations

Comparison of the three months ended June 30, 2014 and 2013

Revenues

During the three months ended June 30, 2014, we generated revenues totaling $117,120 from our business operations. We did not generate any revenues during the three months ended June 30, 2013.

Expenses

We incurred operating expenses in the amount of $886,461 during the three months ended June 30, 2014 compared to $51,115 for the corresponding period in 2013. The increase is due to the start of the Company farm operations and stock-based compensation during the current 2014 quarter.

Net Loss

We incurred a net loss of $798,461 during the three months ended June 30, 2014, compared to a net loss of $51,115 for the corresponding period in 2013.

Liquidity and Capital Resources

Since its inception, the Company has financed its cash requirements from the sale of common stock and advances from related party. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.

We believe the Company will need additional resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern. As of June 30, 2014, the Company has an accumulated deficit of $1,793,834. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.

There can be no assurance that we will successfully address such risks, expenses and difficulties.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure controls and procedures

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.

Internal control over financial reporting

The Certifying Officers reviewed our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

In May 2014, the Company issued 120,000 shares of its common stock, par value $0.001 per share, for gross cash proceeds of $60,000.

In June 2014, the Company issued 1,500,000 shares of its common stock, par value $0.001 per share, valued at $0.50 per share to its President pursuant to an addendum to the President’s employment agreement, dated June 23, 2014.

The above issuances of shares are exempt from registration, pursuant to Section 4(2) of the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 3. Defaults Upon Senior Securities.

The Company has no senior securities outstanding.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits

Exhibit Number		Description
10.1		Employment Agreement Addendum, dated June 23, 2014, by and between Patriot Berry Farms, Inc. and Daniel Cattlin.
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Schema
101.CAL**		XBRL Taxonomy Calculation Linkbase
101.DEF**		XBRL Taxonomy Definition Linkbase
101.LAB**		XBRL Taxonomy Label Linkbase
101.PRE**		XBRL Taxonomy Presentation Linkbase

___________

*	In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

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

SIGNATURES

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

	Patriot Berry Farms, Inc.

August 18, 2014	By:	/s/ Daniel Cattlin
		Daniel Cattlin
		President (Principal Executive Officer) and Treasurer (Principal Financial Officer)