THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATUTES OR REGULATIONS OF NON-U.S. JURISDICTIONS OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING CIRCULAR ON FORM 1-A FOR A REGULATION A, TIER 2 OFFERING HAS BEEN FILED AND QUALIFIED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of [________ __, 20__], by and between the undersigned (the “Subscriber”) and Greenfield Groves Inc., a Nevada corporation (the “Company”), with reference to the facts set forth below.

WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by the Company) certain shares (the “Shares”) of Common Stock, par value $0.00001 per share (“Common Stock”) of the Company, as more particularly set forth in Section 1 and on the signature page hereto, offered pursuant to that certain Offering Circular incorporated in the Company’s Form 1-A filed and qualified with the SEC effective [________ __, 20__] (the “Offering Circular”).

NOW, THEREFORE, in order to implement the foregoing, and in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Subscription for Shares.

1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Shares, at a price of US $1.00 per Share (the “Purchase”), for the aggregate purchase price (the “Purchase Price”) set forth on the signature page to this Agreement.

1.2 The offering of Shares is described in the Offering Circular, which is available at [insert URL for the filing available on the Company’s website], as well as on the EDGAR website of the SEC. Please read this Agreement and the Offering Circular. While they are subject to change, as described below, the Company advises the Subscriber to print and retain a copy of these documents for the Subscriber’s records. By signing below, the Subscriber agrees to the terms set forth herein and consents to receive communications relating to the Shares electronically from the Company.

1.3 The Company has the right to reject this Subscription in whole or in part for any reason. The Subscriber may not cancel, terminate or revoke this Agreement, which, in the case of an individual, shall survive the Subscriber’s death or disability and shall be binding upon the Subscriber and the Subscriber’s heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.

1.4 Once the Subscriber makes a funding commitment to purchase Shares, such commitment shall be irrevocable until the Shares are issued, the Purchase is rejected by the Company, or the Company otherwise determines not to consummate the transactions contemplated by this Agreement.

1.5 Upon acceptance of this Subscription by the Company, the Subscriber will become a stockholder of the Company as a holder of Common Stock.

2. Purchase of Shares.

2.1 The Subscriber understands that the Purchase Price is payable with the execution and submission of this Agreement, and accordingly, will submit payment in the amount of the Purchase Price to the Company by certified check or wire transfer of immediately available funds drawn on a United States bank in accordance with the banking instructions to be provided to the Subscriber upon execution and delivery of this Agreement to the Company.

2.2 If the Company returns the Subscriber’s Purchase Price to the Subscriber, the Company will not owe or pay any interest to the Subscriber.

2.3 If this Subscription is accepted by the Company, the Subscriber agrees to comply fully with the terms of this Agreement, the Shares, and all other applicable documents or instruments of the Company. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this Subscription and the Subscriber’s purchase of the Shares.

2.4 In the event that this Subscription is rejected in full or the offering is terminated, payment made by the Subscriber for the Shares will be refunded to the Subscriber without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Subscription is rejected in part, the Company shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this Subscription, without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this Subscription, which shall terminate.

3. Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:

3.1 The information that the Subscriber has furnished herein, including, without limitation, the information set forth in the Investor Questionnaire attached hereto as Annex A, which has been completed by the Subscriber and submitted herewith to the Company, and any other information furnished by the Subscriber to the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”), which definition is set forth on Annex B attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this Subscription. Further, the Subscriber shall immediately notify the Company of any change in any statement made herein prior to the Subscriber’s receipt of the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber herein may be fully relied upon by the Company and by any investigating party relying on them. The Subscriber (a) is an “accredited investor” as that term is defined in Rule 501 under Regulation D, which definition is set forth on Annex B attached hereto, or (b) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s (i) annual income or net worth (for natural persons), or (ii) revenue or net assets at the most recent fiscal year-end (for non-natural persons). The Subscriber agrees to provide to the Company any additional documentation the Company may reasonably request, including, in addition to the Investor Questionnaire attached hereto as Annex A, any other documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act.

3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Stock remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States (or non-U.S. country) of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page to this Agreement.

3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.

3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by the Company or any other person that:

(a)	A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or

(b)	The past performance or experience on the part of the Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Shares or the overall Company venture.

3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or any affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received regarding the Company and its business to evaluate the merits and risks of this investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase.

3.6 The Subscriber understands that the Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Shares. The Subscriber has read, reviewed and understood the risk factors set forth in the Offering Circular.

3.7 The Subscriber understands that any forecasts or predictions as to the Company’s performance are based on estimates, assumptions and forecasts that the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance can be given that actual results will correspond with the results contemplated by the various forecasts.

3.8 The Subscriber is able to bear the economic risk of an investment in the Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Shares purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in the Company.

3.9 The Subscriber has had an opportunity to ask questions of the Company or anyone acting on behalf of the Company and to receive answers concerning the terms of this Agreement and the Shares, as well as information about the Company and its business generally, and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber.

3.10 The Subscriber understands that no state or federal authority in the United States or authority outside the United States has scrutinized the terms of this Agreement or the Shares offered pursuant hereto, has made any finding or determination relating to the fairness of an investment of the Shares, or has recommended or endorsed the Shares, and that the Shares have not been registered under the Act or any state securities laws, in reliance upon exemptions from registration thereunder.

3.11 The Subscriber is subscribing for and purchasing the Shares without being furnished any offering materials, other than the Offering Circular and this Agreement with the Annexes hereto, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from the Company in writing, and without receiving any representations or warranties from the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any independent investigation made by the Subscriber or the Subscriber’s advisors.

3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the address provided to the Company on the signature page hereto. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction.

3.13 The Subscriber is subscribing for and purchasing the Shares as a principal and solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Shares, and the Subscriber has no plans to enter into any such agreement or arrangement.

3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of the obligations hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.

3.15 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that the Company has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to, segregation and/or redemption of the Subscriber’s interest in the Shares. The Subscriber agrees to provide any and all documentation requested by the Company to ensure compliance with the PATRIOT Act or other laws or regulations.

3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company, and to consult with independent tax advisors regarding the tax consequences of investing in the Company.

3.17 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that the Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription for, purchase of, and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

3.18 The Subscriber acknowledges that the purchase price per Share to be sold in this offering was set by the Company on the basis of the Company’s internal valuation, and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

4. Indemnification. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of the Purchase. The Subscriber agrees to indemnify and hold harmless the Company and its affiliates and each of their respective officers, directors, employees, agents and representatives, and each other person, if any, who controls the Company within the meaning of Section 15 of the Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

5. No Advisory Relationship. The Subscriber acknowledges and agrees that the purchase and sale of the Shares pursuant to this Agreement is an arms-length transaction between the Subscriber and the Company. The Company is not acting as the Subscriber’s agent or fiduciary in connection with the Purchase. The Company has not provided the Subscriber with any legal, accounting, regulatory or tax advice with respect to the Shares, and the Subscriber has consulted his, her or its own respective legal, accounting, regulatory and tax advisors to the extent the Subscriber has deemed appropriate.

6. Bankruptcy. In the event that the Subscriber files or enters a bankruptcy, insolvency or other similar proceeding, the Subscriber agrees to use his, her or its best efforts to avoid the Company being named as a party or otherwise involved in the proceeding. Furthermore, this Agreement shall be interpreted so as to prevent, to the maximum extent permitted by applicable law, any bankruptcy trustee, receiver or debtor-in-possession from asserting, requiring or seeking that (i) the Subscriber be allowed by the Company to return any part of the Shares to the Company for a refund or (ii) the Company be mandated or ordered to redeem or withdraw any part of the Shares held or owned by the Subscriber.

7. Legends. It is understood that the certificates evidencing the Shares may bear any legend required by the articles of incorporation or bylaws of the Company or applicable state or federal securities laws in the United States, or by other laws and regulations of the non-U.S. jurisdiction where the Subscriber is resident or domiciled.

8. Consent to Electronic Delivery.

8.1 The Subscriber hereby agrees that the Company may deliver all SEC reports, including offering circulars, exhibits, supplements, legends, notices, financial statements, valuations, reports, reviews, analyses or other materials, and any and all other documents, information and communications concerning the affairs of the Company and its investments, including, without limitation, information about the investment required or permitted to be provided to the Subscriber with respect to the Shares or hereunder, by means of e-mail or by posting on an electronic message board or by other means of electronic communication. The Subscriber hereby consents to receive from the Company electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to the Subscriber’s or the Company’s rights, obligations or services under this Agreement (each, a “Disclosure”). The decision to do business with the Company electronically is the Subscriber’s decision. This Agreement informs the Subscriber of its rights concerning Disclosures.

8.2 The Subscriber’s consent to receive Disclosures and transact business electronically, and the Company’s agreement to do so, applies to any transactions to which such Disclosures relate.

8.3 Before the Subscriber decides to do business electronically with the Company, the Subscriber should consider whether he, she or it has the required hardware and software capabilities described below.

8.4 In order to access and retain Disclosures electronically, the Subscriber must satisfy the following computer hardware and software requirements: access to the Internet; an e-mail account and related software capable of receiving e-mail through the Internet; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running this software.

8.5 The Subscriber agrees to keep the Company informed of any change in the Subscriber’s e-mail or home mailing address. If the Subscriber’s registered e-mail address changes, the Subscriber must notify the Company of the change by sending an e-mail to [__________]. The Subscriber also agrees to update the Subscriber’s registered residence address and telephone number on file with the Company if they change. The Subscriber will print a copy of this Agreement for his, her or its records, and the Subscriber agrees and acknowledges that the Subscriber can access, receive and retain all Disclosures electronically sent via e-mail.

9. Lock Up.

9.1 Agreement. The Subscriber, if requested by the Company and the lead underwriter (the “Lead Underwriter”) of any underwritten or Regulation A offering of securities of the Company under the Act, hereby irrevocably agrees not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of any interest in the Shares or any other securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire Common Stock (except Common Stock included in such offering or acquired on the public market after such offering) during the 180-day period following the effective date of a registration statement or offering statement of the Company filed under the Act, or such shorter or longer period of time as the Lead Underwriter shall specify. The Subscriber further agrees to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agrees that the Company may impose stop-transfer instructions with respect to such Common Stock subject to the lock-up period until the end of such period. The Company and the Subscriber acknowledge that each Lead Underwriter of such offering of the Company’s securities, during the period of such offering and for the lock-up period thereafter, is an intended beneficiary of this Section 9.

9.2 No Amendment Without Consent of Underwriter. During the period from identification of a Lead Underwriter in connection with any offering of the Company’s Common Stock specified in Section 9.1 until the earlier of (i) the expiration of the lock-up period specified in Section 9.1 in connection with such offering or (ii) the abandonment of such offering by the Company and the Lead Underwriter, the provisions of this Section 9 may not be amended or waived except with the consent of the Lead Underwriter.

10. Limitations on Damages. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SUBSCRIBER FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

11. Miscellaneous Provisions.

11.1 This Agreement shall be construed in accordance with and governed by the internal laws of the State of Nevada without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Nevada to the rights and duties of the parties. Subject to applicable law, each of the parties hereby irrevocably and unconditionally (a) submits to the jurisdiction of the Eighth Judicial District Court of Clark County, Nevada for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the Eighth Judicial District Court of Clark County, Nevada (or, in the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such action, then any other state district court or federal court located within the geographical boundaries of the State of Nevada) , and (c) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that such party’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court. Notwithstanding the foregoing or anything to the contrary, the Subscriber and Company agree that no provisions under federal laws and regulations, including the Act and the Securities Exchange Act of 1934, as amended, respective to jurisdiction, venue and/or forum, shall be waived.

11.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber in the records of the Company (or provided to the Company on the signature page hereto). The Subscriber shall send all notices or other communications required to be given hereunder to the Company via e-mail to [__________], with a copy to be sent concurrently via prepaid certified mail to: [____________________], Attention: [__________]. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Nevada are legally closed for business.

11.3 This Agreement, and the rights, obligations and interests of the Subscriber hereunder, may not be assigned, transferred or delegated by the Subscriber without the prior written consent of the Company. Any such assignment, transfer or delegation in violation of this Section shall be null and void.

11.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

11.5 Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

11.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall otherwise be enforceable in accordance with its terms.

11.7 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement or enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees and expenses and costs of appeal, if any.

11.8 This Agreement and the documents referred to herein constitute the entire agreement among the parties and shall constitute the sole documents setting forth the terms and conditions of the Subscriber’s contractual relationship with the Company with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between the Company and the Subscriber with respect to the subject matter hereof.

11.9 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

11.10 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires.

11.11 Except as otherwise expressly set forth herein, the parties acknowledge that there are no third party beneficiaries of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Subscriber, or its duly authorized representative(s), hereby acknowledges that the Subscriber has read and understood the risk factors set forth in the Offering Circular, and has hereby executed and delivered this Agreement, and executed and delivered herewith the Purchase Price, as of the date set forth above.

THE SUBSCRIBER:

Name of the Subscriber

Description of Entity (if applicable)

Signature of the Subscriber

Name of Person Signing on behalf of the Subscriber

Title (if applicable)

Address of the Subscriber:



Telephone:
E-mail:

U.S. Taxpayer Identification Number (if applicable)

Number of Shares Purchased:
Purchase Price per Share: US $1.00

Aggregate Purchase Price: US $

AGREED AND ACCEPTED BY:

GREENFIELD GROVES INC.

By:
Name:
Title:

[Counterpart Signature Page to Subscription Agreement]

ANNEX A

INVESTOR QUESTIONNAIRE

[Attached]

ANNEX B

DEFINITION OF “ACCREDITED INVESTOR”

Accredited investor. “Accredited investor” shall mean any person who comes within any of the following categories, or who the Company reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent¹, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of Rule 501, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

Note to paragraph (a)(5): For the purposes of calculating joint net worth in this paragraph (a)(5): joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.

¹ “Spousal equivalent” is defined in Rule 501(j) as a cohabitant occupying a relationship generally equivalent to that of a spouse.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii);

(8) Any entity in which all of the equity owners are accredited investors;

Note to paragraph (a)(8): It is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this paragraph (a)(8). If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this paragraph (a)(8) may be available.

(9) Any entity, of a type not listed in paragraphs (a)(1), (a)(2), (a)(3), (a)(7), or (a)(8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

Note to paragraph (a)(9): For the purposes of this paragraph (a)(9), “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940 (17 CFR 270.2a51-1(b)).

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the SEC will consider, among others, the following attributes:

(i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;

(ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing;

(iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and

(iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or it otherwise independently verifiable;

Note to paragraph (a)(10): The SEC will designate professional certifications or designations or credentials for purposes of this paragraph (a)(10), by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the SEC as satisfying the above criteria will be posted on the SEC’s website.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).

NEWS PROVIDED BY
Greenfield Groves Inc
Dec 2, 2020, 10:07 ET

Greenfield Groves Inc. Announces Filing of Preliminary Form 1-A Offering Statement for Regulation A, Tier 2 Offering

Greenfield Groves Pursues Regulation A, Tier 2 Offering under the Securities Act to Raise Capital with Main Street Investors

IRVINE, Calif., Dec. 02, 2020 /For Immediate Release/ -- Greenfield Groves Inc., a telehealth and wellness company focused on connecting consumers with medical and wellness practitioners to prescribe daily regimens (the “Company” or “Greenfield Groves”), announced today that it intends to pursue investment capital via a Regulation A, Tier 2 exempt securities offering under Regulation A promulgated under Section 3(b) of the Securities Act of 1933, as amended (the “Offering”). The Company filed a Preliminary Offering Circular on Form 1-A with the Securities and Exchange Commission (the “SEC”) on November 23, 2020 in connection with the Offering, pursuant to which the Company intends to offer and sell up to 50,000,000 shares of its common stock at a purchase price of $1.00 per share, for gross proceeds of up to $50,000,000.00.

“We are pursuing a Regulation A+ Offering to raise our next round of growth capital from main street investors,” said Lindsay Giguiere, Founder and CEO of Greenfield Groves. “The market has shown the power of crowd sourced investments whereby the everyday investor becomes a strategic investor because they also become a customer in the business. We are excited to tap into this market and allow individual investors to share in the future success of our company,” Mrs. Giguiere continued.

The Company can provide no assurance that the Offering will be completed on the terms currently contemplated, or at all. The Offering will not commence until it is qualified by the SEC, and the Company reserves the right to terminate the Offering at any time. No solicitations or offers are intended by this news release distributed for informational purposes only.

Our Social Promise

Remain environmentally committed while developing proprietary technologies, transparent and efficacious formulations and medical partnerships that will produce an easily accessible, diverse, safe product offering intended to advance self-care to the next level for the Global Wellness and Local Telehealth Markets.

Our Corporate Mission

Formed in 2019, Greenfield Groves’ mission is to enhance the lifestyle of our consumer community through interactive technologies and product efficacy.

Our diversified team of industry experts, researches and develops all of the products and services we offer or plan to offer, with the overarching goal and commitment to provide clean, transparent, whole-life wellness solutions through our robust social tele-health technology, intuitive user collection, and premier quality consumer product platforms.

Greenfield Groves is and will remain committed to the highest standards in accountability and life enhancement, with science-backed, sustainable solutions to empower women, men, and children who focus on well-being as a lifestyle choice.

Our Business Model

Greenfield Groves is pursuing a comprehensive platform service-product offering business model that is centered on a telehealth platform, which will expose our science-backed proprietary branded consumer products for one-time and subscription purchase opportunities.

Our platform will provide consumers with targeted content that educates and inspires; empowers consumers with a broad offering of professional wellness and health practitioners beyond traditional medical providers; recommends science-backed products that are specific to a consumer’s needs that win shelf-space in the consumer’s pantry, kitchen and medicine cabinets; and a community building platform that fosters accountability and support to create customer lifetime value and loyalty.

Our Market Opportunity

The Company is pursuing a unique market position in the following markets, which, in the aggregate, comprise part of the $4.5+ trillion-dollar market size of the Global Wellness Economy:

•	Telehealth / Telemedicine Market;

•	Global Wellness Market: Personal Care, Beauty & Anti-aging Segment;

•	Global Wellness Market: Healthy Eating, Nutrition & Weight Loss Segment;

•	Global Wellness Market: Preventive & Personalized Medicine and Public Health Segment;

•	Global Wellness Market: Traditional and Complementary & Alternative Medicines Segment; and

•	Nutraceuticals Market: Botanicals, and Adaptogens Segment.

The Company’s product and service offerings will be primarily targeted at women decision makers, as they are typically the drivers of household health and wellness decision making and spending. The Company’s platform will provide specific and custom solutions that appeal to a wide range of targeted age groups, including Millennials - Gen Y (23-39 years of age), Gen X (40-54 years of age), and Baby Boomers (55+ years of age). Given the current global conditions, including the COVID-19 pandemic, the current economic and political climate, social justice issues, and social distancing isolation, modern-day women and their loved ones are bearing an overwhelming physical and mental load, and are seeking solutions to help them cope. As virtual telehealth and telemedicine become more widely accepted, women are still trying to find a solution that meets all of their lifestyle, healthcare, and home wellness product and service needs.

To solve the adherent problem facing modern-day women, Greenfield Groves has developed a platform that provides a comprehensive solution to enhance lifestyle and provide optimal health and wellness opportunities, combining a collection of the following services and products:

•	Telehealth/Telemedicine Practitioner-to-Consumer Platform;

•	Science-Backed, Branded Consumer Goods;

•	Intuitive, Influencer Engagement Data Technologies;

•	Vertical, Sustainable Supply Chain; and

•	Modern, Sustainable Farming & Manufacturing Practices.

Notable Milestones Met

The Company is an early stage company being developed, from the ground up, into a vertically aligned, multifaceted business that creates a variety of health and wellness offerings through different applications of technology. Management believes that the launch and refinement of the Company’s forward-looking business model has been successful to date, and the Company is preparing to establish a foothold in the flourishing global telehealth / telemedicine, wellness, adaptogens, hemp-derived cannabinoids, and general therapeutic botanical markets. Significant business development activities to date include:

•

Successful farming implementation in Southern Oregon on 25 acres by Josh White, our Vice President and head of agribusiness operations, in the 2019 growing season, resulting in a yield of 50,000+ pounds of premium, organically grown, and hand harvested, legally compliant (under 0.3% THC concentration) CBD hemp flower for extraction into our proprietary products, and formation of a strategic partnership with Eagle Hemp, LLC to extract and process hemp-derived CBD oil to be used by the Company for finished product development.

•	Formation of Medical and Scientific Advisory Committee to ensure our vision for optimal health and wellness offerings is aligned with the requirements of applicable regulations as well as the best interests of the consumer.

•	Formulation of a 3rd-party white-label hemp-derived CBD brand.

•	Formation of Corporate Advisory Committee to ensure our vision for shareholder value is aligned with the social promise we are committed to as a Nevada benefit corporation.

•	Entering into an Asset Purchase Agreement for the acquisition of our telehealth / telemedicine software platform, which will provide a robust service offering to satisfy the Company’s long-term business objectives.

•

Application of proprietary intellectual property across current business initiatives with scalable applications in place for all future initiatives from “the ground,” our agribusiness, through our telehealth and telemedicine services, to ultimately our direct to consumer sales of our finished branded products.

•	Solidifying the supply chain of packaging, manufacturing, distribution logistics and compliance testing for launch of our flagship consumer goods brand, Herban Goods.

•	Expansion of our management team and operations to include industry experts.

Our Leadership Team

Greenfield Groves has assembled a team of seasoned experts and dynamic entrepreneurs to pursue opportunities in each target market. Founder, Lindsay Giguiere, provides overall leadership, corporate focus, and strategy to the skilled team while also ensuring that creative innovation, efficiency and the Company’s social promise is pervasive in all aspects of the business. The Greenfield Groves leadership team has decades of combined experience in branding, sales and marketing, farming, manufacturing, mechanical and software engineering, construction and supply chain development with well-known companies, that include: Jimmy Choo, Marc Jacobs, Urban Outfitters, Anthropologie, Guess, International Brotherhood of Carpenters, Gil Bane, Turner, MTD Farms, Keithly-Williams Seeds, Santa Rosa Nursery, Green Heart Nursery, The National Football League, Scripsense, Relsys, BioTrust, Fit Body Boot Camp, Sizzix, AltaVista Search, Shopping.com, Intel, Compaq, Cisco and various other notable companies.

About Greenfield Groves

Greenfield Groves is a Nevada benefit corporation whose focus is to enhance the lifestyle of members in the global communities we serve, through both interactive technologies and product efficacy. Greenfield Groves socially promises to be a transparent health and wellness company, who at its core, is a technology company that delivers interactive telehealth solutions, science-backed consumer products and enterprise-level partnerships. The Company is an early stage company currently operating through a forward-looking business model that is reimagining health and wellness from the ground up, while reshaping the way consumers are educated and are able to personalize their healthcare.

For more information please visit www.greenfieldgroves.com/about

SOURCE

Greenfield Groves Inc

INQUIRIES

media@greenfieldgroves.com

No Offer to Sell

The communications contained in this news release do not constitute an offer or solicitation to sell securities in any jurisdiction. Although no offer or solicitation is intended, the communications are otherwise permitted in accordance with the safe harbor of Rule 255 of Regulation A, under the United States Securities Act of 1933, as amended, which permits the Company to communicate in order to gather indications of interest and to test the waters for interest in its Regulation A Offering prior to the qualification of the Form 1-A on file with the SEC. No money or other consideration is being solicited by this communication; if you send money or attempt to send money to the Company it will not be accepted. No offer to buy the securities can be accepted by the Company and no part of the purchase price can be received until the Company’s Offering Statement on Form 1-A is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind on the part of the Company, at any time before notice of its acceptance, given after the qualification date. If you provide an indication of interest to the Company in participating in the Regulation A Offering, it involves no obligation or commitment of any kind on your part. The Company’s Preliminary Offering Circular can be viewed through the EDGAR database on the SEC’s website at www.sec.gov/edgar.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws, including in relation to the filing with the SEC of the Preliminary Offering Circular, and the intention to complete the Offering. In general, forward-looking statements may be identified by use of forward-looking terminology such as "plans", "expects", "estimates", "forecasts", "intends", "anticipates", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results “will”, "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements in this news release include, without limitation, statements with respect to the Company’s ability to move forward with and complete the Offering. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements. Such forward-looking statements subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by the forward-looking statements. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements in this news release.

	Price to Public		Underwriting Discount and Commissions	Proceeds to the Company⁽²⁾		Proceeds to Other Persons
Per Share	$	1.00	(1)	$	0.99	None
Total(3)	$	50,000,000.00	(1)	$	49,475,000.00	None

	Page

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
SUMMARY	2
RISK FACTORS	7
DILUTION	28
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS	29
USE OF PROCEEDS TO ISSUER	29
DESCRIPTION OF BUSINESS	31
DESCRIPTION OF PROPERTY	45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	50
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	51
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	52
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	53
SECURITIES BEING OFFERED	54
WHERE YOU CAN FIND MORE INFORMATION	59
INDEX TO FINANCIAL STATEMENTS	60
INDEX TO EXHIBITS	61

Issuer:		Greenfield Groves Inc., a Nevada benefit corporation.

Shares Offered:		A maximum of 50,000,000 Shares of our Common Stock at an offering price of $1.00 per Share.

Number of shares of Common Stock Outstanding before the Offering ⁽¹⁾:		70,427,000 shares of Common Stock.

Number of shares of Common Stock to be Outstanding after the Offering ⁽¹⁾:		120,427,000 shares of Common Stock if the Maximum Amount is sold.

Price per Share:		$1.00

Maximum Amount:		50,000,000 Shares of our Common Stock, at an offering price of $1.00 per Share, for total gross proceeds of $50,000,000.

Use of Proceeds:		If we sell all of the 50,000,000 Shares being offered, our net proceeds (after estimated Offering expenses) will be approximately $45,000,000. We will use these net proceeds for research and development expenses, Offering expenses, working capital and general corporate purposes, and such other purposes described in the “Use of Proceeds to Issuer” section of this Offering Circular.

Risk Factors:		Investing in our Common Stock involves a high degree of risk. See “Risk Factors” starting on page 7.

	Shares Purchased					Total Consideration						Weighted-Average Price
	Number		Percentage			Amount			Percentage			per Share

Existing stockholders before this Offering		70,427,000		58.48	%	$	537,977	⁽²⁾		1.06	%	$	0.0076
New investors in this Offering		50,000,000		41.52	%	$	50,000,000	⁽¹⁾		98.94	%	$	1.00
Total		120,427,000		100	%	$	50,537,977			100	%	$	0.42

		100%		75%		50%		25%
Cost of Goods	$	13,500,000	$	10,125,000	$	6,750,000	$	3,375,000
Acquisition of Telehealth Software Platform	$	1,000,000	$	1,000,000	$	1,000,000	$	1,000,000
Research & Development	$	4,500,000	$	3,375,000	$	2,250,000	$	1,125,000
Marketing & Distribution	$	14,750,000	$	10,812,500	$	6,875,000	$	2,937,500
General & Administrative	$	11,250,000	$	8,437,500	$	5,625,000	$	2,812,500
TOTAL	$	45,000,000	$	33,750,000	$	22,500,000	$	11,250,000

(1)	The minimum investment amount for each subscription is 1,000 Shares or $1,000.00. The Offering may be made, in management’s discretion, directly to investors by the management of the Company on a “best efforts” basis. We reserve the right to offer the Shares through broker-dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”). The Company has engaged Dalmore Group, LLC, a New York limited liability company and FINRA/SIPC registered broker-dealer (“Dalmore”), to provide broker-dealer services in connection with this Offering. The Company has agreed to pay Dalmore a one-time advance fee of $5,000 to cover out-of-pocket expenses, as well as a 1% commission on the aggregate amount raised by the Company from investors in the Offering, plus a one-time consulting fee of $20,000 payable upon the issuance of a no objection letter from FINRA and qualification by the SEC, as described in the Broker-Dealer Agreement between the Company and Dalmore.

(2)	The amounts shown in the “Proceeds to the Company” column include a deduction of 1% for commissions payable to Dalmore on all the Shares being offered. The amount of total estimated proceeds to the Company in the table above also includes a deduction of $5,000 for the one-time advance fee payable to Dalmore to cover out-of-pocket expenses, as well as a deduction of $20,000 for the one-time consulting fee payable to Dalmore upon qualification by the SEC. The amounts shown are before deducting other organization and Offering costs to be borne by the Company, including legal, accounting, printing, due diligence, marketing, selling and other costs incurred in the Offering of the Shares (See “Use of Proceeds to Issuer” and “Plan of Distribution and Selling Securityholders”).

(3)	The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act for Tier 2 offerings. The Shares are only being issued to purchasers who satisfy the requirements set forth in Regulation A. We have the option in our sole discretion to accept less than the minimum investment.

(1)	Assumes the sale of 50,000,000 Shares of Common Stock at $1.00 per Share for gross proceeds of $50,000,000.
(2)	Total Consideration paid by existing stockholders includes the issuance of 20,000,000 shares of Common Stock in exchange for acquired assets with fair market value of $323,927, including inventory, machines and equipment.

Entity	Jurisdiction	Holding	Business
Greenfield Grows LLC	Nevada	100% owned	Agribusiness and wholesale distribution
Herban Goods LLC	Nevada	100% owned	Whole-house consumer packaged goods
Felicitails LLC	Nevada	100% owned	Pet-focused consumer packaged goods (entity formed for future growth/business development)
Feravana LLC	Nevada	100% owned	Luxury retail consumer packaged goods (entity formed for future growth/business development)
Danavi LLC	Nevada	100% owned	Consumer packaged goods for young millennial women (entity formed for future growth/business development)
Smiles for Miles LLC	Nevada	100% owned	Oral care consumer packaged goods (entity formed for future growth/business development)
Sensesativa LLC	Nevada	100% owned	Research and development company focused on the study of cannabinoids and the effects on endocannabinoids and their receptors (entity formed for future growth/business development)
Novus Innovo LLC	Nevada	100% owned	Technology and intellectual property development, holding and licensing

Mark Name	International Classes	Application Number	Filed Date
HERBAN GOODS	3	90/072,557	2020-07-24
HERBAN GOODS	4	90/072,559	2020-07-24
HERBAN GOODS	5	90/072,562	2020-07-24
HERBAN GOODS	9	90/072,568	2020-07-24
HERBAN GOODS	10	90/072,572	2020-07-24
HERBAN GOODS	30	90/072,576	2020-07-24
HERBAN GOODS	32	90/072,580	2020-07-24
HERBAN GOODS	35	90/072,581	2020-07-24
HERBAN GOODS	41	90/072,586	2020-07-24
HERBAN GOODS	44	90/072,588	2020-07-24

Name	Position	Age	Term of Office
Executive Officers:
Lindsay Giguiere	Chief Executive Officer, President, Secretary and Treasurer	38		February 2019 – Present
William Joshua (Josh) White	Vice President	48		October 2019 – Present


Directors:
Lindsay Giguiere	Director	38		February 2019 – Present
Jessica Craver	Director	37		October 2020 – Present

Name and Capacity in which	Cash Compensation		Other Compensation		Total Compensation
Compensation was Received	($)		($) ⁽¹⁾		($)
Lindsay Giguiere (CEO, President, Secretary, Treasurer and Director)	$	291,667	$	10	$	291,677
William Joshua White (Vice President)	$	75,000	$	0	$	75,000

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock		Amount and Nature of Beneficial Ownership of Common Stock Acquirable (by Exercise of Option or Conversion of Security)	Percent of Class

Directors and Executive Officers:
Lindsay Giguiere		50,000,000	50,611,111 ⁽¹⁾	83.12 %
William Joshua White		20,000,000	0	28.40 %
Jessica Craver		-	20,833 ⁽²⁾	*
All directors and named executive officers as a group (3 persons)		70,000,000	50,631,944	99.65 %

Greater than 10% Securityholders:
None (other than the Directors and Executive Officers above)

Independent auditors report		F-1
Balance Sheet as of December 31, 2019		F-2
Statement of Operations for the period from February 19, 2019 (inception) to December 31, 2019		F-3
Statement of Stockholders’ Deficit for the period from February 19, 2019 (inception) to December 31, 2019		F-4
Statement of Cash Flow for the period from February 19, 2019 (inception) to December 31, 2019		F-5
Notes to the audited financial statements		F-6

Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 (unaudited)		F-17
Condensed Consolidated Statements of Operations for the six months ended June 30, 2020 and 2019 (unaudited)		F-18
Statements of Stockholders’ Deficit for the six months ended June 30, 2020 and 2019 (unaudited)		F-19
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (unaudited)		F-20
Notes to the condensed consolidated financial statements (unaudited)		F-21

	December 31, 2019
Assets
Current assets:
Cash	$	234
Inventory		201,567
Prepaid expenses		66,030
Total current assets		267,831

Property & equipment, net		165,230
Total assets		433,061

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	57,560
Accrued compensation and/or related liabilities		386,175
Deferred revenue		101,670
Notes payable, net of discount		27,680
Total current liabilities		573,085

Note payable		32,000
Notes payable, related party		285,728
Dividends payable		10,787
Total liabilities		901,600

Stockholders’ deficit
Preferred stock, par value $0.00001; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding as of December 31, 2019 (liquidation preference of $60,787)		50
Common stock, par value $0.00001; 450,000,000 shares authorized; 70,000,000 shares issued and outstanding as of December 31, 2019		700
Additional paid-in capital		331,295
Accumulated deficit		(800,584	)
Total stockholders’ deficit		(468,539	)

Total liabilities and stockholders’ deficit	$	433,061

	February 19, 2019 (inception) to
	December 31, 2019

Net sales	$	89,705
Cost of goods sold		68,030
Gross profit		21,675

Operating expenses:
Research and development		18,734
Contract labor		225,112
Salaries		386,175
Selling, general and administrative		178,771
Total operating expenses		808,792

Operating Loss		(787,117	)

Interest expense		(2,680	)
Net (loss)	$	(789,797	)

Accrued dividends on preferred stock	$	10,787

Net loss attributable to common - stockholders	$	(800,584	)

Net loss per common share, Basic and diluted	$	(0.01	)

Weighted average common shares outstanding, Basic and diluted		55,777,778

	Preferred Shares			Common Stock				Additional Paid-in		Accumulated		Total Shareholders
	Shares		Amount	Shares		Amount		Capital		Deficit		Deficit
Balance, Inception (February 19, 2019)	-	$	-	-	$	-	$	-	$	-	$	-
Shares issued to founder at inception	5,000,000		50	50,000,000		500		-		-		550
Fair value of option granted to founder at inception	-		-	-		-		10		-		10
Shares issued for purchase of assets	-		-	20,000,000		200		323,727		-		323,927
Fair value of stock options granted	-		-	-		-		7,558		-		7,558
Dividend for preferred shares	-		-	-		-		-		(10,787)		(10,787)
Net loss	-		-	-		-		-		(789,797)		(789,797)
Balance, December 31, 2019	5,000,000	$	50	70,000,000	$	700	$	331,295	$	(800,584)	$	(468,539)

	For the period from February 19, 2019 (inception) to
	December 31, 2019
OPERATING ACTIVITIES	$	(789,797	)
Net loss
Adjustments to reconcile net loss to net cash flows provided (used in) operating activities:
Depreciation		8,697
Amortization of debt discount		2,680
Amortization of Stock-based compensation		7,568

Change in operating assets and liabilities:
Inventory		(51,567	)
Prepaid expenses		(66,030	)
Accounts payable and accrued expenses		57,560
Accrued compensation and related liabilities		386,175
Deferred revenue		101,670
Net cash (used in operating activities		(343,044	)

FINANCING ACTIVITIES
Proceeds from notes payable		57,000
Proceeds from notes payable, related party		365,197
Repayment to nots payable, related party		(79,469	)
Proceeds from common stock and preferred shares		550
Net cash provided by financing activities		343,278

Net increase in cash		234
Cash beginning of year		-
Cash end of year		234

Supplemental cash flow disclosures:
Interest paid	$	-
Income taxes paid	$	-

Supplemental disclosure of non-cash transactions:
Fixed assets acquired with common stock	$	173,927
Inventory acquired with common stock	$	150,000
Dividend payable	$	10,787


•	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.


•	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Inventory	$	150,000
Machine and equipment		173,927
Assets acquired	$	323,927

Farm equipment	$	173,927
Less: accumulated depreciation		(8,697	)
	$	165,230

	December 31, 2019
Unsecured promissory notes (a), (b), (d)	$	32,000
Secured promissory notes (c)		28,500
Less: debt discount		(820	)
Total promissory notes		59,680
Less: current portion		(27,680	)
Total long-term notes payable	$	32,000

	Number of		Weighted Average		Weighted		Aggregate
	Options		Exercise Price		Average Remaining		Intrinsic
					Contractual Life		Value
Outstanding at inception		-	$	-
Granted		6,600,000		0.00001
Exercised		-		-
Outstanding at December 31, 2019		6,600,000	$	0.00001		9.67	$	106,830
Options exercisable, at December 31, 2019		744,444	$	0.00001		9.67	$	12,050
Options expected to vest, December 31, 2019		5,855,556	$	0.00001		9.67	$	94,780

Accrued payroll expenses	$	366,667
Accrued payroll taxes		19,508
Total payroll expenses	$	386,175

	December 31, 2019
Expected benefit at federal statutory rate		168,000
Change in valuation allowance		(168,000	)
	$	-

	December 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$	168,100
Total deferred tax assets		168,100

Less valuation allowance		(168,100	)
Net deferred tax assets (liabilities)	$	-

	June 30, 2020			December 31, 2019
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	220,850		$	234
Inventory		-			201,567
Prepaid expenses		22,343			66,030
Total current assets		243,193			267,831

Property and equipment, net		147,838			165,230
Total Assets	$	391,031		$	433,061

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	88,492		$	57,560
Accrued compensation and/or related liabilities		733,925			386,175
Deferred revenue		20,904			101,670
Notes payable		-			27,680
Total current liabilities		843,321			573,085

Notes payable		209,495			32,000
Notes payable, related party		249,775			285,728
Dividends payable		17,020			10,787
Total liabilities		1,319,611			901,600

Stockholders’ deficit
Preferred stock, par value $0.00001, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019 (liquidation preference of $67,021 and $60,787, respectively)		50			50
Common stock, par value $0.00001, 450,000,000 shares authorized, 70,000,000 shares issued and outstanding as at June 30, 2020 and December 31, 2019		700			700
Additional paid in capital		346,412			331,295
Accumulated deficit		(1,275,742	)		(800,584	)
Total stockholders’ deficit		(928,580	)		(468,539	)
Total liabilities and stockholders’ deficit	$	391,031		$	433,061

	Three months ended June 30,						Six months Ended June 30,			February 19, 2019 (inception) to June 30,
	2020			2019			2020			2019

Net sales		250,000			45,000			337,046			66,000
Cost of goods sold		194,771			-			278,790			40,708
Gross profit	$	55,229		$	45,000		$	58,256		$	25,292

Operating expenses
Research and development expenses		1,339			-			3,834			3,734
Contract labor		35,646			12,645			35,646			209,112
Salaries		173,875			91,631			347,750			122,175
Selling, general and administrative		115,998			15,700			145,577			121,301
Total operating expenses		326,858			119,976			532,807			456,322

Operating loss		(271,629	)		(72,976	)		(474,551	)		(431,030	)

Other income (expense)
SBA grant		10,000			-			10,000			-
Interest (expense)		(1,464	)		-			(4,374	)		-
Total other income (expense), net		8,536			-			5,626			-


Loss before income taxes		(263,093	)		(72,976	)		(468,925	)		(431,030	)
Income taxes		-			-			-			-
Net income (loss)	$	(263,093	)	$	(72,976	)	$	(468,925	)	$	(431,030	)

Accrued dividends on preferred stock		3,117			3,116			6,233			4,486

Net loss attributable to common stockholders		(266,210	)		(76,092	)		(475,158	)		(435,516	)

Net income loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding, basic and diluted		70,000,000			50,000,000			70,000,000			50,000,000

	For the six months ended June 30,			For the period from February 19, 2019 (inception) to June 30,
	2020			2019
OPERATING ACTIVITIES:
Net loss	$	(468,925	)	$	(431,030	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation		17,392			-
Stock based compensation		15,117			10
Amortization of debt discount		820			-
Changes in operating assets and liabilities:
Inventory		201,567			-
Prepaid expenses		5,000			(5,000	)
Accounts payable and accrued expenses		69,619			25,666
Accrued compensation and related liabilities		347,750			122,175
Deferred revenue		(80,766	)		-
Net cash provided by (used in) operating activities		107,574			(288,179	)

FINANCING ACTIVITIES :
Proceeds from notes payable		177,495			-
Repayments, notes payable		(28,500	)		(785	)
Proceeds from notes payable, related parties		106,296			296,296
Repayment, notes payable, related parties		(142,249	)		-
Proceeds from common stock and preferred shares		-			550
Net cash provided by financing activities		113,042			296,061

Net increase in cash		220,616			7,882

Cash, beginning of period		234			-
Cash, end of period	$	220,850		$	7,882

Supplemental cash flow disclosures
Interest paid	$	5,000		$	-
Income taxes paid	$	-		$	-

Supplemental disclosure of non-cash transactions:
Prepaid expense offset accounts payable	$	38,687		$	-
Dividend payable	$	6,233		$	4,486

Packaging materials	$	-	$	18,174
Finished goods		-		183,393
	$	-	$	201,567

	June 30, 2020			December 31, 2019
Farm equipment	$	173,927		$	173,927
Less: accumulated depreciation		(26,089	)		(8,697	)
	$	147,838		$	165,230

Exhibit No.		Description

EX1A-2.1 #		Amended and Restated Articles of Incorporation of Greenfield Groves Inc.

EX1A-2.2 #		Second Amended and Restated Bylaws of Greenfield Groves Inc.

EX1A-3.1 #		Amended and Restated Certificate of Designation of Series A Preferred Stock of Greenfield Groves Inc.

EX1A-4.1†		Form of Subscription Agreement

EX1A-6.1 #		Form of Indemnification Agreement for officers and directors

EX1A-6.2 #		Greenfield Groves Inc. 2019 Equity Incentive Plan

EX1A-6.3 #		Amendment to 2019 Equity Incentive Plan

EX1A-6.4 #		Employment Agreement dated February 19, 2019 between Greenfield Groves Inc. and Lindsay Giguiere

EX1A-6.5 #		Employment Agreement dated October 1, 2019 between Greenfield Groves Inc. and William Joshua White

EX1A-6.6 #		Asset Purchase Agreement dated October 1, 2019 between Greenfield Groves Inc. and William Joshua White

EX1A-6.7 #		Strategic Relationship Agreement dated June 22, 2020 between Greenfield Groves Inc. and Eagle Hemp, LLC

EX1A-6.8 #		Asset Purchase Agreement dated September 2, 2020 between Greenfield Groves Inc. and Healthcare Technologies LLC

EX1A-6.9 #		Broker-Dealer Agreement dated September 9, 2020 between Greenfield Groves Inc. and Dalmore Group, LLC

EX1A-6.10 #		Promissory Note dated December 31, 2019 in the principal amount of $285,728, made by the Company in favor of Lindsay Giguiere.

EX1A-6.11 #		Promissory Note dated January 29, 2020 in the principal amount of $30,000, made by the Company in favor of LJ Direction LLC.

EX1A-6.12 #		Promissory Note dated June 18, 2020 in the principal amount of $27,500, made by the Company in favor of William Joshua White.

EX1A-6.13 #		Promissory Note dated May 5, 2020 in the principal amount of $127,495, made by the Company in favor of Bank of the West.

EX1A-6.14 #		Loan Authorization and Agreement, Note and Security Agreement dated August 11, 2020 between the Company and the U.S. Small Business Administration.

EX1A-6.15 #		Promissory Note dated September 16, 2020 in the principal amount of $100,000, made by the Company in favor of Lindsay Giguiere.

EX1A-6.16†		Form of Subscription Agreement for December 2020 private offering.

EX1A-6.17†		Promissory Note dated December 20, 2020 in the principal amount of $15,000, made by the Company in favor of Lindsay Giguiere.

EX1A-10.1 #		Power of Attorney

EX1A-11.1†		Consent of Independent Auditor

EX1A-12.1 #		Opinion of Greenberg Traurig, LLP

EX1A-13.1†		News release dated December 2, 2020.

	Greenfield Groves Inc.

	By:	/s/ Lindsay Giguiere
		Name: Lindsay Giguiere
		Title: Chief Executive Officer

By: /s/ Lindsay Giguiere		Date: December 31 , 2020
Name: Lindsay Giguiere Title: Chief Executive Officer, President, Secretary, Treasurer and Director (Principal Executive Officer and Principal Accounting Officer)
By: /s/ Lindsay Giguiere as Attorney-in-fact		Date: December 31 , 2020
Name: William Joshua White Title: Vice President
By: /s/ Lindsay Giguiere as Attorney-in-fact		Date: December 31 , 2020
Name: Jessica Craver Title: Director