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American Patriot Brands, Inc. – ‘S-1’ on 6/13/14

On:  Friday, 6/13/14, at 3:34pm ET   ·   Accession #:  1144204-14-37575   ·   File #:  333-196736

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/13/14  American Patriot Brands, Inc.     S-1                   78:10M                                    Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.17M 
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52: R1          Document and Entity Information                     HTML     33K 
40: R2          Consolidated Balance Sheets                         HTML    129K 
50: R3          Consolidated Balance Sheets (Parenthetical)         HTML     47K 
54: R4          Consolidated Statements of Operations               HTML    110K 
72: R5          Consolidated Statements of Changes in               HTML     93K 
                Stockholders' Deficit                                            
42: R6          Consolidated Statements of Cash Flows               HTML    197K 
49: R7          Nature of Business                                  HTML     42K 
36: R8          Going Concern and Basis of Presentation             HTML     33K 
25: R9          Summary of Significant Accounting Policies          HTML    114K 
73: R10         Note Receivable                                     HTML     29K 
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                (Policies)                                                       
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                (Narrative) (Details)                                            
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                (Details)                                                        
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As filed with the Securities and Exchange Commission on June 13, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

THE GRILLED CHEESE TRUCK, INC.

(Exact Name of Registrant as Specified in Its Charter)

151 North Nob Hill Road, Suite 321

Fort Lauderdale, FL 33324

(949) 478-2571

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Peter Goldstein

President, Interim Chief Financial Officer, Treasurer, Secretary and Director

Robbie Lee

Interim Chief Executive Officer, Executive Chairman

151 North Nob Hill Road, Suite 321Fort Lauderdale, FL 33324

(949) 478-2571

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

Barry I. Grossman, Esq.
Sarah Williams, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11^th Floor
New York, New York 10105
(212) 370-1300
(212) 370-7889 — Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Calculation of Registration Fee

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

THE GRILLED CHEESE TRUCK, INC.

22,105,508 Shares of Common Stock

This prospectus relates to the offer for sale of an aggregate of 22,105,508 shares of common stock, par value $.001 per share, of The Grilled Cheese Truck, Inc. by the selling stockholders named herein. The company is not offering any securities pursuant to this prospectus.

Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any exchange. We are seeking sponsorship for the trading of our common stock on the OTC Bulletin Board and/or OTCQB Market upon the effectiveness of the registration statement of which this prospectus forms a part. The 22,105,508 shares of our common stock can be sold by selling security holders at a fixed price of $1.25 per share until our shares are quoted on the OTC Bulletin Board and/or OTCQB Market and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to complete the necessary documents with the Financial Industry Regulatory Authority, or FINRA, nor can we provide any assurance that our shares will actually be quoted on the OTC Bulletin Board and/or OTCQB Market or, if quoted, that a viable public market will materialize.

Following the effectiveness of the registration statement of which this prospectus forms a part, the sale and distribution of securities offered hereby may be effected in one or more transactions that may take place on the OTC Bulletin Board and/or OTCQB Market, including ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling stockholders.

The selling stockholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation.

We are an “emerging growth company” under the federal securities laws and may be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. You should carefully consider the matters discussed under the section entitled “Risk Factors” beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 13, 2014.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified the data.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read the entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included in this prospectus, before investing. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. Unless otherwise stated in this prospectus, references to “we,” “us” or “our company” refer to The Grilled Cheese Truck, Inc.

Overview

We were incorporated in the state of Nevada on December 31, 2009 as GSP-1, Inc.  We were formed as a vehicle to pursue a business combination. The company selected December 31 as its fiscal year end. On July 6, 2011, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “GSP-1, Inc.” to “TRIG Acquisition 1, Inc.” In connection with our acquisition of Grilled Cheese, Inc. on February 19, 2013, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “TRIG Acquisition 1, Inc.” to “The Grilled Cheese Truck, Inc.”

Our Company

The Grilled Cheese Truck, Inc. is an American entrepreneurial “emerging growth” company with a brand and menu that we intend to expand throughout the nation. We believe that gourmet grilled cheese is the “new pizza.”  Many Americans enjoyed eating grilled cheese sandwiches as a child and some consider grilled cheese sandwiches as a comfort food. The Grilled Cheese Truck is a fast growing, early mover in the gourmet food truck industry. Management believes that we are one of the most followed gourmet food trucks on Facebook, and we believe we are the only known gourmet food truck verified by Twitter.

Whenever available, we strive to use fresh ingredients in the preparation of our sandwiches, as opposed to frozen or canned goods. Further, all of our ingredients are side-by-side taste-tested for quality prior to use. We believe that the use of fresh ingredients, when available, helps elevate our sandwiches above other local venues and we believe that partially explains why people line up in front of our trucks sometimes for over an hour to get one of our delicious creations, whether it’s a Plain and Simple Melt or The Cheesy Mac and Rib fully loaded.

Our grilled cheese sandwiches have received numerous accolades and social media notoriety, including being cited:

The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2013 contains an explanatory paragraph regarding our ability to continue as a going concern. Our business will require significant amounts of capital to sustain operations and make the investments we need to execute our longer term business plan. Our net loss for the year ended December 31, 2013 was $5,612,919 and the deficit accumulated by us amounts to $7,916,778 as of December 31, 2013. Our net loss for the three-month period ended March 31, 2014 amounted to approximately $1.2 million and the accumulated deficit amounted to approximately $9.1 million at March 31, 2014. This raises substantial doubt about our ability to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources.  Management’s plan to continue as a going concern includes raising capital through increased food truck sales and conducting additional financings through debt and equity transactions. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. Our ability to continue as a going concern is dependent upon management’s ability to successfully implement the plans described above, including securing additional sources of financing and attaining profitable operations.   Management cannot provide any assurance that unforeseen circumstances that may occur at anytime within the next twelve months or thereafter will not increase the need for us to raise additional capital on an immediate basis. We are actively targeting sources of additional financing through debt and equity transactions and other transactions, but there can be no assurance that we will be able to continue to raise funds in which case the company may be unable to meet its obligations.

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

Truck Economics

The current anticipated average cost to obtain a Grilled Cheese Truck franchise is estimated to be under $25,000. However, the $25,000 does not include deposits for a leased or rental truck, exterior wrap, point of sale system, equipment, permits, uniforms and new staff training, which is estimated to be $35,000, but such estimate will differ depending on location.

Our Industry

We believe that the United States retail market for gourmet food trucks is a large, growing and fragmented segment with increasing consumer demand. We believe our company was and is an early mover in this segment due to our current efforts to become a publically traded gourmet food truck company and a national grilled cheese chain.

We believe gourmet food trucks are an alternative to fast food and quick service restaurants for consumers. Once commonplace only in big cities on the east and west coasts of the United States, food trucks can now be found in both urban and rural areas throughout the United States. The food truck provides a means for the on-the-go person to grab a quick bite at a low cost and is increasingly becoming known for gourmet fare as the popularity of food trucks continues to rise. We believe the industry is growing so rapidly because gourmet food trucks satisfy the desires of the consumer beyond quality, value and speed. Media venues such as The Food Network, The Cooking Channel and numerous websites highlight the food truck industry and promote the industry with shows and TV series’ dedicated to food trucks.

Strategy

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

Veteran Ownership Opportunity

General Wesley K. Clark, the highly decorated retired four star general, former supreme allied commander in Europe for NATO, is our Director and Senior Veterans Advisors and will supervise the development and implementation of the recruitment and selection for prospective veteran franchisee candidates.

A major component of our business strategy is to market our franchises to United States veterans for our first prospective 100 mobile truck franchise operations, although there is no assurance that the first prospective 100 franchises will be solely granted to U.S. veterans. Despite their significant skill sets, many returning veterans experience difficulty finding work upon returning to civilian life. Since September 11, 2001, it is estimated that approximately 2.7 million United States veterans have served in the military with an approximate unemployment rate of 9.2 percent, compared with 7.6 percent of non-veterans, according to the Bureau of Labor Statistics. We believe that given these circumstances United States veterans would be interested in starting or buying a new business or considering doing so. General Wesley Clark, our Director and Senior Veterans Advisors, will supervise the development and implementation of recruitment and “vetting” for prospective veteran franchisees.

As of the date of this prospectus, only preliminary steps have been taken to implement our veteran program (including development of a recruitment and training program). Since our focus over the past year has been primarily on expanding our business plan in preparation for implementing our franchise model, we have not yet established any estimated budgets or milestones regarding the implementation of our veteran program. Once the franchise model is in place, we intend to focus on establishing a strategy which focuses on veterans receiving the first 100 franchises, including the scope and the timeframe for implementation of the training, management and ownership of the franchises and methods we anticipate utilizing to assist prospective veteran franchisees to secure financing to acquire a franchise.

Our Expansion Strategy

Our expansion strategy is to add trucks in existing markets, which include Southern California (currently operating six leased trucks) and Phoenix, Arizona (currently operating three leased trucks). We intend to expand and generate revenue from additional company trucks, company stores, third-party license agreements at airports, stadiums, malls and other locations as well as franchise revenues, to consist primarily of royalties based on a percentage of sales reported by franchise revenue and franchise fees paid by franchisees as well as the development of company operated and the acquisition of grilled cheese stores. However, we cannot provide any assurance or guarantee that we will be able to implement our expansion of food trucks and stores or collect any royalties based on a percentage of sales reported by licensees or franchisees.

We intend to begin operating trucks in new markets where we believe we can become a leading gourmet food truck in the area. Our business model calls for the sale of up to 100 franchises within twelve months after commencing franchise activities. The 100 trucks would include company owned trucks, licensed trucks and prospective franchised trucks. Our intent is to develop our veteran training, management and ownership program, with the goal of having 100 qualified veterans owning and operating Grilled Cheese Trucks. There is no guarantee that we will be able to increase the number of trucks that we operate to 100 trucks within twelve months after commencing franchise activities. There are several obstacles that the company will need to overcome in order to implement our expansion strategy including: (i) obtaining adequate financing, (ii) receiving legal approval for franchising in each respective state in which we seek to expand, (iii) building customer demand in new markets and (iv) streamlining our management and operations.

Corporate History

Share Exchange Agreement

On October 18, 2012, TRIG Acquisition 1, Inc. (“TRIG”) entered into a share exchange agreement (the “Exchange Agreement”) by and among (i) TRIG, (ii) Grilled Cheese, Inc., a California corporation, (“Grilled Cheese”), (iii) GCT, Inc., a Nevada corporation and wholly-owned subsidiary of the TRIG (“GCT Sub”); (iv) David Danhi, the majority shareholder of Grilled Cheese (“Majority Shareholder”) and (v) Michelle Grant, the minority shareholder of Grilled Cheese (“Minority Shareholder”, together with the Majority Shareholder, the “Grilled Cheese Shareholders”). Pursuant to the terms of the Exchange Agreement: (1) the Majority Shareholder transferred to GCT Sub all of the shares of Grilled Cheese held by such shareholder in exchange for the issuance of 4,275,000 shares of TRIG’s common stock; and (2) the Minority Shareholder transferred all of the shares of Grilled Cheese held by the Minority Shareholder in exchange for $500,000 and 845,000 shares of TRIG’s common stock (the “Share Exchange”). The Minority Shareholder subsequently sold her 845,000 shares of Trig’s common stock in a private transaction to Robert Rein. The shares of common stock issued in connection with the Share Exchange are being registered for resale pursuant to this prospectus. Subsequent to the Share Exchange, GCT, Inc. changed its name to Grilled Cheese, Inc.

The Share Exchange transaction has been accounted for as a reverse acquisition of TRIG by Grilled Cheese, but in substance as a capital transaction, rather than a business combination since TRIG had nominal operations and assets prior to and as of the closing of the Share Exchange transaction. The former stockholders of Grilled Cheese represent a significant constituency of the company’s voting power immediately following the Share Exchange transaction and Grilled Cheese’s management has assumed operational, financial and governance control. The Share Exchange transaction is deemed a reverse recapitalization and the accounting is similar to that resulting from a reverse acquisition. For accounting purposes, Grilled Cheese is treated as the surviving entity and accounting acquirer in accordance with “ASC 805, Business Combinations”, although TRIG was the legal acquirer. Accordingly, the company’s historical financial statements are those of Grilled Cheese. The accumulated losses of Grilled Cheese were carried forward after the completion of the Share Exchange.

All reference to common stock shares and per share amounts have been restated to effect the reverse merger which occurred on October 18, 2012.

As a result of the Share Exchange, we ceased our prior operations and, through our wholly-owned subsidiary, Grilled Cheese, we operate our food trucks, specializing in grilled cheese.

Acquisition of Assets

On August 8, 2013, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among Hook & Ladder Draught House, LLC, a Texas limited liability company (“HL”), KOW Leasing Co., LLC, a Texas limited liability company (“KOW”), Deepak Devaraj, as sole member of HL and KOW, respectively (“Devaraj” and together with HL and KOW, the “Sellers”), the company and GCT Texas Master, LLC, a Nevada limited liability company and a licensee of the company (“GCT-TX”, together with the company, the “Buyer”). HL is a mobile food service business that provides food and alcohol out of renovated fire engines. Pursuant to the Asset Purchase Agreement, we agreed to purchase substantially all of the Seller’s rights, title and interests in and to certain assets, properties and rights of every kind, nature and description, tangible and intangible, real, personal or mixed, accrued and contingent, which were owned or leased by Sellers and used in the Sellers’ business, including but not limited to all equipment, customer contracts, property leases, intellectual property, vehicles, books and records, licenses and corporate and trade names.

As consideration for the Sellers to enter into the Asset Purchase Agreement, we agreed to: (i) issue to Sellers 500,000 shares of our common stock, and (ii) issue a warrant to Sellers to purchase up to 250,000 shares of our common stock (the “HL Warrant”). The HL Warrant is exercisable at a price of $1.00 per share, contains customary piggyback registration rights and shall be exercisable for a period of three (3) years. The 500,000 shares of common stock issued to Seller under the Asset Purchase Agreement are subject to customary piggy-back registration rights. The 500,000 shares are being registered in this prospectus. We also agreed to appoint Devaraj to our Board of Directors, and, for so long as Devaraj holds any shares of our common stock, the Board shall take all reasonable actions such that Devaraj shall be nominated to serve as a member of the Board. Additionally, we entered into an employment agreement with Devaraj, whereby Devaraj will be employed by the company as the Director of Business Development for a period of three (3) years. Further, GCT-TX agreed to (i) issue to Devaraj Class A Membership Units of GCT-TX equal to twenty (20%) percent of the issued and outstanding membership units in GCT-TX, determined on a fully-diluted basis as of August 8, 2013; (ii) admit Devaraj as a member of GCT-TX, (iii) appoint Devaraj as Manager of GCT-TX and (iv) employ Devaraj as GCT-TX’s Chief Executive Officer.

Disposition of Certain Assets

On September 12, 2013, we entered into an Asset Sale Agreement (the “Asset Sale Agreement”), by and between the American Food Truck Group, LLC, a Nevada limited liability company as the buyer (“AFTG”) and the company as the seller, whereby AFTG agreed to purchase certain intellectual property developed and owned by KOW (the “KOW Assets”) acquired by us in conjunction with the Asset Purchase Agreement described above. In consideration for the purchase of the KOW Assets, AFTG agreed to pay: (i) us an up-front non-refundable cash payment of $200,000 on or before September 16, 2013, (ii) a cash payment of $250,000 upon the closing of the Asset Sale Agreement, and (iii) issue to us membership interests in AFTG equal to twenty (20%) percent of the issued and outstanding membership interest in AFTG upon the closing. In addition, the parties agreed to entered into a truck rental lease agreement pursuant to which AFTG shall lease or rent to us, franchise or licensed operators of the company, one hundred (100) new food trucks, at prevailing market rates and on such other terms and conditions as mutually agreed to by the parties. Further, the lease commencement schedule is as follows: (i) Twenty (20) trucks on or before March 31, 2014; and (ii) a minimum of ten (10) trucks per month after March 31, 2014. There is no penalty if the minimum number of trucks is not met under the agreement. On November 13, 2013, we closed the transactions contemplated by the Asset Sale Agreement. At the closing, we transferred to AFTG certain intellectual property and AFTG paid us a final cash payment of $250,000 (for a total of $450,000) and issued us membership interests equal to twenty (20%) percent of the issued and outstanding membership interests in AFTG. The parties agreed to prepare and finalize the Truck Rental Agreement, on substantially the same terms presented above, upon the company requesting its first truck. As of the date of this prospectus, the parties have not entered into the truck lease agreement and AFTG has not provided any leased trucks.

Recent Events

2012 Private Placement Offering

On April 18, 2013, we completed our final closing of a “best efforts” private offering in the aggregate amount of $2,875,000 (the “2012 Private Placement Offering”) of Private Placement Units (as defined below) with a group of accredited investors (the “2012 Private Placement Purchasers”). Pursuant to a subscription agreement with the Private Placement Purchasers (the “2012 Private Placement Subscription Agreement”), we issued to the Private Placement Purchasers units consisting of (i) 10% Convertible Senior Secured Notes (the “2012 Private Placement Notes”) and (ii) warrants (the “2012 Private Placement Warrants”) to purchase shares (the “2012 Private Placement Warrant Shares” and together with the 2012 Private Placement Notes and the 2012 Private Placement Warrants, the “2012 Private Placement Securities”) of our common stock at an exercise price of $2.00 per share. The 2012 Private Placement Units each consisted of a 2012 Private Placement Note, in the principal face amount of $25,000, and 2012 Private Placement Warrants to purchase 12,500 shares of our common stock (the “2012 Private Placement Units”).

2012 Private Placement Notes

The 2012 Private Placement Notes issued in the 2012 Private Placement Offering accrue interest at a rate of 10% on the aggregate principal amount, payable on the third anniversary of the issue date if not converted prior to the maturity date. The 2012 Private Placement Notes are subject to (i) an optional conversion into shares of the company’s common stock at the note holder’s election following the date upon which the company has a registration statement declared effective with the Securities and Exchange Commission (the “SEC”) or (ii) a mandatory conversion thirty-six (36) months from the date of issuance. The shares of common stock issuable upon conversion of the 2012 Private Placement Notes shall equal: (i) the principal amount of the 2012 Private Placement Note and the accrued interest thereon through the date of conversion, divided by (ii) $1.00.

2012 Private Placement Warrants

The 2012 Private Placement Warrants issued in the 2012 Private Placement Offering are exercisable for an aggregate of 1,437,500 shares of the company’s common stock. The 2012 Private Placement Warrants are exercisable for a period of three years from the original issue date. The exercise price with respect to the 2012 Private Placement Warrants is $2.00 per share. The exercise price for the 2012 Private Placement Warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances.

2013 Private Placement Offering

On June 21, 2013, we completed our final closing of a “best efforts” private offering in the aggregate amount of $645,000 (the “2013 Private Placement Offering”) of 2013 Private Placement Units with a group of accredited investors (the “2013 Private Placement Purchasers”). Pursuant to a subscription agreement with the 2013 Private Placement Purchasers (the “2013 Private Placement Subscription Agreement”), we issued to the 2013 Private Placement Purchasers units consisting of (i) 10% Convertible Senior Secured Notes (these notes mirror the 2012 Private Placement Notes) and (ii) warrants (these warrants mirror the 2012 Private Placement Warrants) to purchase shares (the “2013 Private Placement Warrant Shares” and together with the 2013 Private Placement Notes and the 2013 Private Placement Warrants, the “2013 Private Placement Securities”) of our common stock at an exercise price of $2.00 per share. The 2013 Private Placement Units each consisted of a 2013 Private Placement Note, in the principal face amount of $25,000, and 2013 Private Placement Warrants to purchase 12,500 shares of our common stock (the “2013 Private Placement Units”). The form terms and provisions of the 2013 Private Placement Notes and 2013 Private Placement Warrants are substantially similar to the terms and provisions of the securities issued in the 2012 Private Placement Offering, and for a description of such securities, see the section entitled “2012 Private Placement Offering—2012 Private Placement Notes” and “2012 Private Placement Offering—2012 Private Placement Warrants” respectively.

The shares of common stock issuable upon conversion of the 2012 Private Placement Notes and the 2013 Private Placement Notes and the shares of common stock issuable upon exercise of the 2012 Private Placement Warrants and 2013 Private Placement Warrants are being registered in this prospectus.

Placement Agent

Grandview Capital Partners, Inc. (“Grandview”), a Florida corporation that operated as an office of supervisory jurisdiction at c/o Grandview Capital Partners, Inc., 300 South Pine Island Road, Suite 240 Plantation, FL 33324, registered under the name Blackwall Capital Markets, Inc. until September 9, 2013 (“Blackwall”, together with Grandview, the “Placement Agent”), a broker dealer that is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation and registered with the Securities and Exchange Commission acted as placement agent in connection with the 2012 Private Placement Offering and the 2013 Private Placement Offering (collectively, the “Offerings”). As consideration for acting as the placement agent, at the closing of the Offerings, the company paid to the Placement Agent (i) in cash, a fee equal to $128,500 for the 2012 Private Placement Offering and a fee equal to $32,100 for the 2013 Private Placement Offering and (ii) issued warrants to purchase up to an aggregate of 287,500 shares of our common stock in the 2012 Private Placement Offering and warrants to purchase up to an aggregate of 64,500 shares of our common stock in the 2013 Private Placement Offering. The Placement Agent warrants have an exercise price of $2.40 per share, exercisable for a term of five (5) years from the closing of each of the Offerings, respectively, and contain equitable adjustment for stock splits, stock dividends and similar events, as well as full ratchet anti-dilution provisions. Peter Goldstein, the current President, interim Chief Financial Officer and Director of the company, is the founder, chairman, chief executive officer and registered principal of Grandview Capital Partners, Inc. Mr. Goldstein did not hold any officer or director positions with the company during the 2012 Private Placement Offering or 2013 Private Placement Offering. The shares of common stock issuable upon the Placement Agent warrants issued in connection with the 2012 Private Placement and 2013 Private Placement are being registered in this prospectus.

On September 6, 2013, we entered into a termination agreement (the “Placement Agent Termination Agreement”), whereby we terminated our placement agency agreement (the “Placement Agreement”) with Grandview entered into on May 29, 2013 because Mr. Goldstein’s relationship with the company changed. The company agreed that the provisions relating to the payment of fees (including but not limited to the tail fees specified in the Placement Agreement relating to any entities or individuals Grandview introduced to the company prior to the execution of the Placement Agent Termination Agreement), expenses, rights of first refusal, confidentiality, indemnification and contribution and the company’s indemnification obligations survive the termination of the Placement Agreement. Mr. Goldstein did not hold any officer or director positions with the company when the Placement Agreement was consummated and through the company’s 2013 Private Placement Offering.

JOBS Act Offering

On October 8, 2013, we commenced a “best-efforts” private placement offering of up to $5,000,000 representing 4,000,000 units for $1.25 per unit pursuant to Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Each unit consists of: (i) one share of common stock and (ii) a warrant to purchase one share of common stock. The warrants may be exercised until October 31, 2016 at an exercise price of $2.50 per share. From December 20, 2013 through May 29, 2014, we held closings of our private placement offering whereby the company received an aggregate of $2,823,125 from 37 accredited investors and issued an aggregate of 2,258,500 shares of common stock and 2,258,500 warrants in connection with such closings. No fees were paid to any placement agents in connection with this offering. The shares of common stock and the shares of common stock underlying the warrants issued in connection with this offering are being registered in this prospectus.

Other Background

On February 1, 2011, we sold 250,000 shares of Series A Convertible Preferred Stock, par value of $0.001 per share, for $125,000 cash ($0.50/share sales price) and paid offering cost of $6,842. On February 15, 2011, the company sold 150,000 shares of Series A Convertible Preferred Stock, par value of $0.001 per share, for $75,000 cash ($0.50/shares sales price). In accordance with the terms of the Series A Preferred Stock, these shares automatically converted into common stock on February 1, 2012 and February 15, 2012, respectively. On July 5, 2012, these shareholders agreed to sell back to the company the 400,000 shares of common stock that they received from the conversion of Series A Preferred Stock in exchange for 12% Secured Notes in the amount of $200,000. The shares of common stock issuance upon conversion of the 12% Secured Notes are being registered in this prospectus. 

On July 9, 2012, we completed a bridge financing for $512,500 principal amount of 12% Secured Notes (the “Bridge Notes”) with a total of 16 investors. The Bridge Notes had a maturity date of April 8, 2013 and bear interest at twelve percent (12%) per annum, payable on the last day of every fiscal quarter commencing June 30, 2012 and continuing through the maturity date. After the final closing of the 2012 Private Placement Offering, in full satisfaction of the Bridge Notes, including all accrued but unpaid interest, converted into 1,696,834 shares of our common stock at a price equal to 33.3% of the conversion price, or $0.33, of the Private Placement Notes, which was $1.00. The shares of common stock issued in connection with the Bridge Note conversion are being registered in this prospectus.

On August 27, 2012, we entered into a subscription agreement with private investors (the “August 2012 Private Placement”) under a private placement offering of shares of our common stock. An aggregate of 322,500 shares of common stock were sold in the August 2012 Private Placement at a purchase price of $0.50 per share for gross proceeds to us in the amount of $161,250. The shares of common stock issued in the August 2012 Private Placement are being registered in this prospectus.

On September 20, 2012, we completed a bridge financing for $50,000 principal amount of 12% Secured Notes (the “Additional Notes”) with a total of 4 investors. The Additional Notes had a maturity date of December 6, 2012 and bear interest at twelve percent (12%) per annum. On March 14, 2013, the holders of the Additional Notes agreed to extend the maturity date of the Additional Notes to September 30, 2013 and such Additional Notes were subsequently converted into 100,000 shares of common stock and 12,500 warrants exercisable at $2.00. The shares of common stock and shares underlying the warrants are being registered in this prospectus.

Material Agreements

Stock Purchase Agreement

On April 12, 2012, we executed a stock purchase agreement with Trilogy Capital Partners, Inc. (“Trilogy Capital”) and Robert Lee, our Executive Chairman and interim Chief Executive Officer Pursuant to the stock purchase agreement, we sold (i) 1,000,000 shares of our common stock at a price of $0.001 per share to Trilogy Capital, and (ii) 1,000,000 shares of our common stock, at a price of $0.001 per share to Robert Lee. Our former President, Secretary and director, Alfonso J. Cervantes, owns a 100% equity interest in Trilogy Capital. Mr. Cervantes resigned from each respective position on July 12, 2013. The shares of common stock sold pursuant to the Trilogy Capital Stock Purchase Agreement are being registered in this prospectus.

Villard Advisory Agreement

On July 16, 2012, we entered into an advisory agreement (the “Villard Advisory Agreement”) with Dimitri Villard (the “Villard Advisor”), one of our Directors. The parties agreed that the Villard Advisor would perform advisory services for us, as well as serving as member of our board of directors (the “Board of Directors”). The Villard Advisor agreed to devote, on a non-exclusive basis, the necessary time, energy and efforts to our business and to use his best efforts and abilities to faithfully and diligently promote our business interests. In exchange, we agreed to pay the Villard Advisor $45,000, consisting of: (i) 45,000 of shares of our common stock to be issued equally on a monthly basis pursuant to the terms of the Villard Advisory Agreement at $0.50 per share (based on 50% of the per share price of the common stock sold in the 2012 Private Placement Offering), and (ii) $22,500 of cash to be paid in monthly payments of $1,875 pursuant to the terms of the Villard Advisory Agreement. The Villard Advisory Agreement was amended by Amendment No. 1, whereby the term of the Villard Advisory Agreement was extended to February 28, 2013. The shares of common stock issued pursuant to the Villard Advisory Agreement, as Amended, are being registered in this prospectus. On September 6, 2013, Mr. Villard resigned from our Board of Directors. His resignation was not the result of any disagreement with the company on any matter relating to its operation, policies (including accounting or financial policies) or practices.  

Clark Group Agreement

On August 15, 2012, we entered into an agreement (the “Clark Group Agreement”) with Wesley K. Clark & Associates, LLC (the “Clark Group”). The agreement commenced (the “Commencement Date”) upon the completion of the Share Exchange and will continue for a period of two years. The Clark Group Agreement was subsequently amended by Amendment No. 1, on September 6, 2013.

Pursuant to the Clark Group Agreement, as Amended, General Wesley K. Clark will serve as our Vice Chairman of the Board of Directors and Officer of Senior Veterans Advisor. Prior to the Commencement Date, we paid the Clark Group a $10,000 monthly consultation fee. Following the Commencement Date, we will pay the Clark Group $200,000 per year. We will also execute a warrant agreement providing the Clark Group with the right to purchase up to 500,000 shares of the company’s common stock (the “Clark Warrants”) at an exercise price anticipated to be $1.00 per share. The Clark Warrants will be exercisable on the following basis: (i) 100,000 Clark Warrants following the execution of the first 25 veteran franchise agreements; (ii) 100,000 Clark Warrants following the execution of the next 25 veteran franchise agreements; (iii) 100,000 Clark Warrants following the execution of the next 25 veteran franchise agreements; and (iv) 200,000 Clark Warrants following the execution of the next 25 veteran franchise agreements. General Clark will supervise the development and implementation of recruitment and “vetting” for prospective veteran franchisees. In addition, pursuant to Amendment No. 1, The Clark Group‘s annual compensation was increased from $200,000 a year to $240,000 a year and received an additional 500,000 warrants (“Additional Clark Warrants”). Such Additional Clark Warrants are immediately vested, exercisable for a period of three years and have an exercise price of $1.00. The shares of common stock issuable upon exercise of the Clark Warrants and Additional Clark Warrants are being registered in this prospectus.

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

PBNJ Advisory Agreement

On October 18, 2012, we entered into an advisory agreement (the “PBNJ Advisory Agreement”) with PBNJ Advisors, Inc. (“PBNJ”).  The parties agreed that from September 1, 2012 until August 31, 2013, PBNJ will perform independent advisory and consulting services for us.  We will pay PBNJ: (1) $24,000 of cash annually, to be payable in $2,000 installments on the last day of each month; and (2) 18,000 shares of common stock of the company. The agreement may be terminated by the company for cause, as defined in the agreement. On August 31, 2013, the PBNJ Advisory Agreement expired. The shares of common stock issued in connection with the PBNJ Advisory Agreement are being registered in this prospectus.

On April 11, 2014, we entered into an advisory agreement with PBNJ Advisors, Inc., whereby PBNJ Advisors will provide certain advisory services to the company. The advisory agreement became effective on April 11, 2014 and will terminate on December 31, 2014, provided that the term may be extended by mutual agreement of the parties. In connection with the services, the company will pay to PBNJ Advisors: (i) a monthly cash payment of $5,600, for an aggregate annual payment of $67,200, with such monthly payments to commence retroactively as of January 1, 2014, (ii) a one-time issuance of 50,000 shares of restricted common stock of the company, (iii) a one-time grant of warrants to purchase 100,000 shares of common stock, exercisable for a period of 3 years at a price of $2.00 per share, and (iv) up to $400 a month for health insurance. The advisory agreement shall terminate upon (i) the expiration of the term, or (ii) by the company for cause. The shares of common stock issued and the shares of common stock underlying warrants granted in connection with the PBNJ Agreement are being registered in this prospectus.

License Agreements

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

Properties

Our principal office is located at 151 North Nob Hill Road, Suite 321, Fort Lauderdale, FL 33324. Our telephone number is (949) 478-2571. 

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

RISK FACTORS

Investing in our securities involves a high degree of risk. Before purchasing our common stock, you should carefully consider the following risk factors as well as other information contained in this Prospectus, including our financial statements and the related notes. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations could materially and adversely be affected. In that case, the trading price of our securities could decline, and you may lose some or all of your investment.

Risks Related to Our Business

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

The report of our independent auditors dated April 14, 2014 on our consolidated financial statements for the year ended December 31, 2013 included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern. Our auditors’ doubts are based on our incurring significant net loss and our working capital deficit position. Our ability to continue as a going concern will be determined by our ability to obtain additional funding in the short term to enable us to realize the commercialization of our planned business operations. On October 8, 2013, we commenced a “best-efforts” private placement offering of up to $5,000,000 pursuant to Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and the JOBS Act. From December 20, 2013 through May 29, 2014, we held closings of our private placement offering whereby the company received an aggregate of $2,823,125 from 37 accredited investors and issued an aggregate of 2,258,500 shares of common stock and 2,258,500 warrants in connection with such closings. No fees were paid to any placement agents in connection with this offering. We will be required to raise funds in addition to this offering. We cannot provide any assurance or guarantee that we will be able to conduct other additional rounds of financing at all or on terms acceptable to us. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertain.

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

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

In addition, we cannot guarantee that we will be able to achieve our expansion goals or that new mobile food trucks will generate sufficient revenues or be operated profitably. Our ability to expand will depend on a number of factors, many of which are beyond our control. These risks may include, but are not limited to:

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

A critical factor in our future viability will be our ability to expand our mobile food truck concept. Our growth plans contemplate acquiring a number of additional mobile food trucks in future months and years, in addition to franchising. If we do not open and operate new mobile food trucks, our growth and results of operations could be harmed significantly. Our ability to access and open new mobile food trucks in a timely manner and operate them profitably depends upon a number of factors, many of which are beyond our control, including the following:

Our future growth plans depend in large part on our ability to identify, attract and retain qualified franchisees and to manage our proposed franchise business.

We expect to grow our business through the franchising of our mobile food truck concept. As a result, our future growth will depend on our ability to attract and retain qualified franchisees, the franchisees’ ability to execute our concept and capitalize upon our brand recognition and marketing, and the franchisees’ ability to timely develop mobile food trucks. We may not be able to recruit franchisees that have the business abilities or financial resources necessary to open mobile food trucks on schedule, or at all, or who will conduct operations in a manner consistent with our concept and standards. Also, our franchisees may not be able to operate mobile food trucks in a profitable manner.

In addition, FTC rules require us to furnish prospective franchisees with Federal Disclosure Document (“FDD”) containing prescribed information before entering into a binding agreement or accepting any payment for the franchise. Sixteen states also have state franchise sales or business opportunity laws which require us to add to the federal disclosure document additional state-specific disclosures and to register our offering with a state agency before we may offer our franchises for locations in the state or to state residents. We will have to file and receive approval of our FDD before we can sell franchises. Applicable laws in states provide state examiners with discretion to disapprove registration applications based on a number of factors. There can be no assurance that we will be successful in obtaining registration in all states or be able to continue to comply with these regulations, which could have a material adverse effect on our business and results of operations.

Finally, our future franchise operations will be dependent upon our ability to:

The viability of our new business model is dependent on a number of factors that are not within our control.

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

Our inability to manage our growth could impede our ability to generate revenues and profits and to otherwise implement our business plan and growth strategies, which would have a negative impact on our business and the value of your investment.

Our business plan is to grow rapidly by opening new mobile food trucks, expanding upon the locations that our food trucks service, opening a brick and mortar facility and beginning franchising operations. Our planned growth will require us to:

In addition, our expansion plans will likely require us to:

The time and costs to effectuate these steps may place a significant strain on our management personnel, systems and resources, particularly given the limited amount of financial resources and skilled employees that may be available at the time. As a result, it may become more difficult to both implement more sophisticated managerial, operational and financial systems, procedures and controls and to train and manage the personnel necessary to implement these functions. We cannot assure you that we will institute, in a timely manner or at all, the improvements to our managerial, operational and financial systems, procedures and controls necessary to support our anticipated increased levels of operations and to coordinate our various corporate functions.

Our expansion into new markets may present increased risks due to our unfamiliarity with the geographic area.

As a part of our expansion strategy, we expect that we will be opening mobile food trucks in markets in which we have no prior operating experience. These new markets may have different competitive conditions, consumer tastes and discretionary spending patterns. In addition, any new mobile food trucks may take several months to reach budgeted operating levels due to problems associated with new mobile food trucks, including lack of market awareness, inability to hire sufficient staff and other factors. Although we will attempt to mitigate these factors by thoroughly researching potential markets and paying careful attention to training and staffing needs, there can be no assurance that we will be able to operate new mobile food trucks in new geographic areas on a profitable basis.

Fluctuations in the cost, availability and quality of our raw ingredients may affect our business, reputation and financial results.

The cost, availability and quality of the ingredients that we use to prepare our food are subject to a range of factors, many of which are beyond our control. Fluctuations in economic and political conditions, weather and demand could adversely affect the cost of our ingredients. We have limited control over changes in the price and quality of commodities since we typically do not enter into long-term pricing agreements for our ingredients. We may not be able to pass through any future cost increases by increasing menu prices. We are, and our potential franchisees will be, dependent on frequent deliveries of fresh ingredients, thereby subjecting us to the risk of shortages or interruptions in supply. This could dramatically increase the price of certain menu items which could decrease sales of those items or could force us to eliminate those items from our menus entirely. All of these factors could adversely affect our business, reputation and financial results.  

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

We must obtain a food service license from local health authorities as well as other related permits from local and national authorities in order to operate our mobile food trucks. Obtaining and maintaining these permits and licenses is an imperative component of our mobile food truck operations and there can be no assurance that we will remain in compliance with applicable laws or licenses that we have or will obtain. The failure to obtain or maintain our food service licenses and other required licenses, permits and approvals for each food truck could result in our loss of the mobile food truck’s license and would adversely affect our financial results and could impact our growth strategy.

Government regulations affecting franchising could restrict our ability to grow.

We will be subject to federal regulation and state laws that regulate the offer and sale of franchises and substantive aspects of a franchisor-franchisee relationship. We are also subject to various other federal, state and local laws, rules and regulations affecting our business, and our future franchisees will be subject to these laws, rules and regulations as well. Each of our mobile food trucks and those owned by our future franchisees will be subject to a variety of licensing and governmental regulatory provisions relating to wholesomeness of food, sanitation, health and safety. Difficulties in obtaining, or the failure to obtain, required licenses or approvals by our franchisees can delay or prevent the opening of new mobile food trucks in any particular area. Furthermore, there can be no assurance that our franchisees will remain in compliance with applicable laws or licenses that such franchisees will obtain, the failure of which by a mobile food truck could result in the loss of the mobile food truck’s license which would adversely affect our growth strategy.

Our ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on terms favorable to us.

The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on our cash flow from operations and the availability of equity and debt financing. We cannot assure you that our cash flow from operations will be sufficient or that we will be able to obtain equity or debt financing on acceptable terms, if at all, to implement our growth strategy. As a result, we cannot assure you that adequate capital will be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.

Our future success is dependent, in part, on the performance and continued service of David Danhi, our Chief Creative Officer and director.

We are presently dependent to a great extent upon the experience, abilities and continued services of Mr. Danhi, our Chief Creative Officer and director. Mr. Danhi entered into an employment agreement with a three year term, however, Mr. Danhi can terminate the employment agreement upon 30 days notice. Although we have a key man insurance policy on Mr. Danhi, the loss of his services could have a material adverse effect on our business, financial condition or results of operation.

Our success relies on consumers purchasing our products. Changes in consumer preferences and market conditions may affect our ability to be profitable.

Our operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions.  There is no assurance that we will be successful in marketing any of our products, or that the revenues from the sale of such products will be significant.  Consequently, our revenues may vary by quarter, and our operating results may experience fluctuations.

Our success depends on our ability to compete with our major competitors, many of which have greater resources than us.

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

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

Our business plan depends on our ability to successfully integrate and manage our future franchise operations.

Our business plan relies on the substantial expansion of our business through the franchising of our mobile food trucks. However, we lack prior experience with establishing and managing franchise operations. The success of our franchises depends upon, among other things, the skills and business acumen of our franchisees, the identification of suitable locations for food truck operations, the effective management of those franchises’ locations, and our managerial and administrative resources. Our future success will depend on our ability to operate and oversee a significant number of franchise food trucks.

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

Additionally, we have not yet established a royalty payment structure for our franchise business model. Depending on the structure, our trucks could be at a disadvantage against competitor mobile food trucks that will not have to pay such fees.

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

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

There is no assurance we can reach our target of 100 franchise operations within the first year of launching our franchising program.

Although our goal is to sell 100 franchises within the first year following launch of our franchise program, there are no assurances that this will occur. Many factors both within and beyond our control, such as general economic and business conditions, our lack of prior franchise experience, insufficient capital and difficulty in recruiting qualified veterans or other franchisees, could substantially decrease our chances of achieving this franchise targets. As of the date of this prospectus, we have not launched our franchise operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Our Common Stock

There is no public trading market for our common stock and you may not be able to resell your common stock.

There is no established public trading market for our common stock. We cannot predict whether an active market for shares of our common stock will develop in the future. In the absence of an active trading market:

We may not qualify for OTC Bulletin Board inclusion, and therefore you may be unable to sell your shares.

We believe that, at sometime following effectiveness of a registration statement, our common stock will become eligible for quotation on the OTC Bulletin Board and/or OTCQB Market, which we refer to herein as the OTCBB/OTCQB. No assurances can be given, however, that this eligibility will be granted. OTCBB/OTCQB eligible securities include securities not listed on a registered national securities exchange in the U.S. and that are also required to file reports pursuant to Section 13 or 15(d) of the Securities Act, and require that the company be current in its periodic securities reporting obligations.

Among other matters, in order for our common stock to become OTCBB/OTCQB eligible, a broker/dealer member of FINRA, must file a Form 211 with FINRA and commit to make a market in our securities once the Form 211 is approved by FINRA. As of the date of this prospectus, a Form 211 process has not been completed. If for any reason our common stock does not become eligible for quotation on the OTCBB/OTCQB or a public trading market does not develop, purchasers of shares of our common stock may have difficulty selling their shares should they desire to do so. If we are unable to satisfy the requirements for quotation on the OTCBB/OTCQB, any quotation of in our common stock would be conducted in the “pink” sheets market. As a result, a purchaser of our common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the price of their shares. The above-described rules may materially adversely affect the liquidity of our securities. See “Plan of Distribution.”

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

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

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

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

We have no plans to pay dividends.

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

The application of the Securities and Exchange Commission’s “penny stock” rules to our common stock could limit trading activity in the market, and our stockholders may find it more difficult to sell their stock.

It is expected our common stock will be trading at less than $5.00 per share and is therefore subject to the SEC‘s penny stock rules. Penny stocks generally are equity securities with a price of less than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

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

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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

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

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

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

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

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

In the event a market develops for our common stock, the market price of our common stock may be volatile.

In the event a market develops for our common stock, the market price of our common stock may be highly volatile, as is the stock market in general, and the market for OTCBB/OTCQB quoted stocks in particular. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance and the sale of a significant amount of these shares may suppress the market price. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

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

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

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

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

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

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

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

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

Our directors and executive officers collectively and beneficially own 59.32% of outstanding common stock. David Danhi, our Chief Creative Officer and director, beneficially owns 30.93% of our outstanding common stock. Additionally, the holdings of our directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other shareholders. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the following actions:

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

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

If the price per share of our common stock at the time of exercise of any warrants or other convertible securities is in excess of the various exercise or conversion prices of such convertible securities and the holders of our convertible securities decide to convert such securities into shares of common stock, it will have a dilutive effect on our common stock. As of June 4, 2014, we had (i) outstanding warrants to purchase 7,133,000 shares of our common stock at a weighted average exercise price of $1.89 per share and (ii) outstanding convertible notes that, upon conversion, would provide note holders with an aggregate of 3,520,000 shares of our common stock. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our common stock and result in additional dilution of the existing ownership interests of our common stockholders.

Cautionary Statement Regarding Forward-Looking Statements

This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” The statements contained in this prospectus that are not historical fact are forward-looking statements.  Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intends,” “continue,” or similar terms or variations of those terms or the negative of those terms.  All forward-looking statements are management’s present expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These statements appear in a number of places in this prospectus and include statements regarding the intent, belief or current expectations of The Grilled Cheese Truck. Forward-looking statements are merely our current predictions of future events. Investors are cautioned that any such forward-looking statements are inherently uncertain, are not guaranties of future performance and involve risks and uncertainties. Actual results may differ materially from our predictions.

Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor is there any assurance that we have identified all possible issues that we might face. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” beginning on page 14. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward looking statements represent our estimates and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common stock by the selling stockholders named in this prospectus. All proceeds from the sale of the common stock will be paid directly to the selling stockholders. We may receive proceeds from the exercise of the warrants. If all of the warrants exercisable for shares of common stock are exercised by the selling stockholders, we could receive net proceeds of up to approximately $12,261,050. The holders of the warrants are not obligated to exercise the warrants and we cannot assure that the holders of the warrants will choose to exercise all or any of the warrants.

We intend to use the estimated net proceeds received upon exercise of the warrants, if any, for working capital and general corporate purposes.

DIVIDEND POLICY

To date, we have paid no dividends on our common stock and have no present intention of paying any dividends on our common stock in the foreseeable future. The payment by us of dividends on the common stock in the future, if any, rests solely within the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other factors deemed relevant by our board of directors.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

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

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

Overview

TRIG Acquisition 1, Inc. was incorporated in the State of Nevada on December 31, 2009 as GSP-1, Inc. The Company was formed as a vehicle to pursue a business combination. On October 18, 2012 (the “Closing Date”), Trig Acquisition 1, Inc. (the “Company”) entered into a share exchange agreement (the “Exchange Agreement”) by and among (i) the Company, (ii) Grilled Cheese, Inc., a California corporation, (“Grilled Cheese”), (iii) GCT, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“GCT”), whereby the Company acquired Grilled Cheese ( the “Share Exchange Transaction”). The Company selected December 31 as its fiscal year end. On July 6, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its name from “GSP-1, Inc.” to “TRIG Acquisition 1, Inc.” On February 19, 2013, following the Share Exchange Transaction, the Company changed its corporate name from “TRIG Acquisition 1, Inc.” to “The Grilled Cheese Truck, Inc.” Subsequent to the Share Exchange Transaction, GCT, Inc. changed its name to Grilled Cheese, Inc.

From inception until the closing of the Share Exchange Transaction, we solely existed as a vehicle to pursue a business combination. As a result of the Share Exchange Transaction, we ceased our prior operations on October 18, 2012 and, through our wholly-owned subsidiary, Grilled Cheese, now operate as a gourmet food truck Company, specializing in gourmet grilled cheese.

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

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

We are capitalizing on the burgeoning food truck industry through our established food service operations and social media strategy. Driving our growth, we have received national media visibility and as of the date of this prospectus, have accumulated over 120,000 followers through a variety of social media platforms, including Facebook and Twitter. The gourmet food truck industry is in an early stage of development and is highly fragmented and is expected to grow year over year for the foreseeable future.

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

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

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

The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2013 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our net losses totaling $5,612,919 of which $3,050,682 were non-cash items and cash used in operations totaling $2,562,237. Our business will require significant amounts of capital to sustain operations and make the investments we need to execute our longer term business plan. Our net loss for the three-month period ended March 31, 2014 amounted to approximately $1.2 million and the accumulated deficit amounted to approximately $9.1 million at March 31, 2014. These matters raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

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

We generated revenue from retail sales through nine company operated food trucks and two trucks operated by third-party licensees. We added five (5) Company trucks and one (1) licensed truck in the fourth quarter of 2013 and have maintained this level during the first quarter of 2014. All trucks are rented or leased. For our company operated trucks, we receive 100% of reported revenue and bear all associated costs. On licensed trucks, we collect 6% of gross revenue of the third-party licensees. We intend to expand and generate revenue from additional company trucks, company stores, third-party license agreements at airports, stadiums, malls and other locations, as well as franchise revenues, to consist primarily of royalties based on a percentage of sales reported by franchise revenue and franchise fees paid by franchisees, as well as the development of Company operated and the acquisition of grilled cheese stores. However, we cannot provide any assurance or guarantee that we will be able to implement our expansion of food trucks and stores or collect any royalties based on a percentage of sales reported by licensees or franchisees.

We implemented a new POS system during fiscal year 2013 to include the implementation of more efficient systems and equipment. Management recognizes the importance of efficient cash and accounting management systems and with implementing this advanced point-of-sales (POS) platform that will work for both company and franchised outlets. In addition to quicker customer order process, this system will also streamline the financial reporting, cost of goods, performance metrics and finance processes. It will also track franchised operations, once established, and remotely calculate and collect royalties, all in real time and on a daily basis.

During 2013 the company focus was to design, develop and build two kitchens, with one in Los Angeles and one in Phoenix and to create the infrastructure to support rapid expansion and growth within these markets. Additionally, we focused on the development, testing and implementation of a training program for US veterans. In the fourth quarter of 2013 we expanded to include a total of nine Company operated and two licensed trucks in operations. During the first quarter of fiscal 2014, our focus was to start refining and evaluate our operations in their initial stage of deployment.

Three Month Period Ended March 31, 2014 and 2013

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

Revenue. The increase in sales during the three-month period ended March 31, 2014, when compared to the comparable prior year period, is primarily due to the increased number of trucks in the fourth quarter of 2013 and the popularity of the Company’s truck sales and catered events. We added five (5) Company trucks and one (1) licensed truck in the fourth quarter of 2013 and we have maintained the same level of trucks during the first quarter of 2014.

We believe our revenues for the remainder of 2014 will continue to increase.

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

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

Food truck expenses consist of truck staff payroll, truck insurance, gas, repairs and maintenance and other truck related expenses. The increase in food truck cost of sales was primarily related to the expansion of the Company’s operations in Phoenix and Los Angeles. This increase in Food truck expenses was related to startup costs and training of truck staff personnel for expanding operations and from three (3) to eleven (11) trucks.

Kitchen expenses consist of occupancy, equipment and commissary employee compensation. The kitchen expenses increased during the three-month March 31, 2014 when compared to the comparable prior year period commensurate with the increase in revenues during the three-month period ended March 31, 2014 when compared to the comparable prior year period.

We believe our costs of sales for the remainder of 2014 will continue to increase commensurate with our expected increase in revenues.

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

We are unable to determine whether our gross profit and gross profit margin will increase during the remainder of 2014. It will be a function of our increase in revenues and the timing of the costs of sales we incur, some of which are fixed in nature (kitchen expenses), some of which are semi-fixed (food truck expenses), and some of which are variable (food expenses).

General and administrative expenses. General and administrative expenses consists of general corporate expenses, including but not limited to market development, insurance, professional costs, clerical and administrative overhead. The increase in general and administrative expenses is primarily related to the expenses associated with the increased consulting fees, professional fees and executive compensation which are needed to expand the business and support its growing operations and prepare the Company for public trading.

Selling costs. Selling costs include, but are not limited to, marketing and promotion, printing, processing fees and utility vehicle rental which is used to transport employees to and from the food trucks. The decrease in selling costs relates to certain marketing events held in Los Angeles and Phoenix when we opened these markets during the three-month period ended March 31, 2013, which we did not have to incur during the three-month period ended March 31, 2014.

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

Depreciation. The increase in depreciation relates to the addition of fixed assets after the first quarter of fiscal 2013, which were acquired primarily in August 2013.

Other Expenses. Other expenses include interest and amortization expense. The changes in other expenses are primarily due to a decrease in amortization of debt discount related to debt which was satisfied during the three-month period ended March 31, 2013 and which was amortized through that period offset by an increase in interest expense primarily attributable to the excess of fair value of shares of our common stock in excess of the carrying value of the liabilities settled.

Liquidity and Capital Resources

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The business will require significant amounts of capital to sustain operations and make the investments it needs to execute its longer term business plan. The Company had cash of $89,498 and negative net working capital of $2.7 million at March 31, 2014. The Company’s cash and working capital amounts were derived from the proceeds of financing transactions through the issuance of notes, convertible notes and common stock purchase warrants and shares or our common stock. The Company’s net loss for the three-month period ended March 31, 2014 was approximately $1.2 million and our accumulated deficit amounts to $9.1 million as of March 31, 2014. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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

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

Cash and cash equivalents amounted to $89,498 at March 31, 2014 and our working capital deficiency amounted to approximately $2.7 million at March 31, 2014.

Three-month period ended March 31, 2014

Cash used in operations of $638,631 during the three-month period ended March 31, 2014 consists primarily of our net loss of approximately $1.2 million, adjusted by depreciation and amortization of $63,568, fair value of shares of our common stock in excess of liabilities settled of $73,423 and fair value of options of $53,348. Additionally, our accounts payable and accrued compensation, included payables to related parties, and accrued interest increased by approximately $399,000 during the three-month ended March 31, 2014, as we delayed payments with certain agreeable parties to keep a certain level of liquidity.

Cash provided by financing activities of $686,000 during the three-month period ended March 31, 2014 consists primarily of proceeds generated from the issuance of our common stock and a promissory note, which amounted to $740,000 and $50,000, respectively, offset by principal repayments of notes payable aggregating $94,000.

Three-month period ended March 31, 2013

Cash used in operations of $443,141 during the three-month period ended March 31, 2013 consists primarily of our net loss of approximately $830,000, adjusted by depreciation and amortization of $184,438. Additionally, our accounts payable and accrued compensation, included payables to related parties and accrued interest, increased by approximately $262,000 during the three-month ended March 31, 2013, as we delayed payments with certain agreeable parties to keep a certain level of liquidity.

Cash provided by financing activities of $395,307 during the three-month period ended March 31, 2013 consists primarily of proceeds generated from the issuance of our convertible notes and advances from a shareholder, which amounted to $374,955 and $26,200, respectively.

Financial Position

The Company's liquidity and capital needs relate primarily to working capital and other general corporate requirements. Management plans to continue raising capital from through debt or equity financing. The Company will use the proceeds from any financing for operating and working capital and significantly expanding the number of trucks and stores and professional fees.

Total assets remained at comparable levels at March 31, 2014 and December 2013.

Total liabilities increased by $239,292, primarily from increased accounts payable and accrued compensation.

Total stockholders’ deficit increased by $268,887 during the three-month period ended March 31, 2014. This increase was primarily attributable to our net loss, offset by the issuance of shares of our common stock through a private a placement and satisfaction of obligations pursuant to certain liabilities.

Results of Operations:

Twelve Months Ended December 31, 2013 Compared with Twelve Months Ended December 31, 2012

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

Revenue. Sales generated from food trucks, catering and special events and licensed truck sales totaled $2,029,332 for the year ended December 31, 2013, as compared to $1,308,495 for the same period in 2012. The 55% increase in sales during 2013 is primarily related to the increased number of trucks in the fourth quarter of 2013 and the popularity of the company’s truck sales and catered events as well as the additional source of revenue generated from our licensed truck sales. We added five (5) company trucks and one (1) licensed truck in the fourth quarter of 2013. During 2013, the company entered into 2 agreements with licensees such that the licensees were granted licenses to operate food trucks. The company began generating revenue from licensees in January 2013. Revenue is recognized at the end of each month when the licensees are invoiced and the revenue is booked as a receivable.

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

Food and beverage expenses consist primarily of bread, cheese, meats, seafood and other types of foods and various types of beverages. Food and beverage cost of sales totaled $659,683 for the year ended December 31, 2013 as compared to $358,213 for the year ended December 31, 2012. The 84% increase in food and beverage cost of sales is primarily related to the increase in sales as well as the expansion of the company’s operation in Phoenix and Los Angeles. As a percentage of food sales revenue, food and beverage cost of sales were 33% for 2013, compared to 27% for 2012. There was an increase in food costs due to the expansion of trucks, and kitchen and live or real time food training.

Food truck expenses consist of truck staff payroll, truck insurance, gas, repairs and maintenance and other truck related expenses. Food truck cost of sales totaled $1,004,571 for the year ended December 31, 2013, as compared to $457,488 for the year ended December 31, 2012, which represented a 120% increase. The increase in food truck cost of sales was primarily related to the expansion of the company’s operations in Phoenix and Los Angeles. As a percentage of food sales revenue, food truck cost of sales was 50% for 2013 and 35% for 2012, this increase in Food truck expenses was related to startup costs and training of truck staff personnel for expanding operations and from three (3) to eleven (11) trucks.

Kitchen expenses consist of occupancy, equipment and commissary employee compensation. Kitchen expenses totaled $468,805 for the year ended December 31, 2013, as compared to $194,216 for the year ended December 31, 2012. The 141% increase in commissary kitchen expenses is primarily related to the increase in staff wages, the related payroll taxes, an increase in rent and costs associated with setting up and expanding our Phoenix and Los Angeles locations. As a percentage of food sales revenue, kitchen expenses increased to 23% for 2013, compared to 15% for 2012 for the reasons set forth above. There was an increase in kitchen expenses which was related to the opening, establishing and outfitting the new kitchen, startup costs and training of kitchen personnel for expanding operations and from three (3) to eleven (11) trucks.

Gross profit. Gross (loss) profit for the year ended December 31, 2013 decreased by $399,918, or 135%, to a gross loss of $(103,727) from a gross profit of $296,191 for the same period in 2012. The gross profit margin decreased from 23% for the year ended December 31, 2012 to -5% for the same period in 2013. The change in gross profit relates to the increase in commissary and kitchen expenses as a percentage of sales of 8%, an increase in food truck expenses as a percentage of sales of 15% and an increase of food and beverage expenses as a percentage of sales of 6%.The decrease in gross profit was attributable to the startup and expansion expenses incurred to develop and build out two new kitchens and grow the company from three (3) to eleven (11) trucks.

General and administrative expenses. General and administrative expenses (consisting of general corporate expenses, including but not limited to market development, insurance, professional costs, clerical and administrative overhead) totaled $2,532,334 for the year ended December 31, 2013, as compared to $994,644 for the same period in 2012. The 155% increase in general and administrative expenses is primarily related to the expenses associated with the increased consulting fees, professional fees and executive compensation which are needed to expand the business and prepare the company for public trading. Specifically, consulting fees increased to approximately $456,000 compared to $195,589 in 2012, legal, accounting and other professional fees increased to approximately $373,000 as compared to approximately $165,223 in 2012 and compensation expenses totaled approximately $906,000 compared to approximately $295,000 in 2012.

Selling costs. Selling costs include, but are not limited to, marketing and promotion, printing, processing fees and utility vehicle rental which is used to transport employees to and from the food trucks, totaled $293,648 for the year ended December 31, 2013, as compared to $121,099 for the same period in 2012. The 142% increase in selling costs relates to marketing wages, sponsorship and participation in new events in Phoenix and Los Angeles, the purchase of a van to transport crew to truck stops rather than renting vans and upgrades related to the company’s website.

Consulting expense, related party. Consulting expenses totaled $1,652,087 for the year ended December 31, 2013, as compared to $146,762 for the same period in 2012. The increase relates to the addition of non-recurring consulting expenses as well as monthly fees to consultants and as stock compensation totaling $743,500.

Depreciation. Depreciation expense totaled $12,120 for the year ended December 31, 2013, as compared to $7,375 for 2012. The increase relates to the addition of fixed assets late in 2012 and the second and third quarters of 2013 including the addition of approximately $543,000 in fixed assets purchased relating to the KOW Asset Purchase Agreement dated August 8, 2013.

Amortization of intangible assets. Amortization expense totaled $4,035 for the year ended December 31, 2013, as compared to $Nil for 2012. The increase relates to the addition of approximately $139,000 in intangible assets purchased relating to the KOW asset purchase agreement dated August 8, 2013.

Impairment of fixed assets. Impairment of fixed assets totaled $142,309 for the year ended December 31, 2013, as compared to $Nil for 2012. The increase relates to the impairment of vehicles based on an appraisal. The vehicles were acquired as a part of the KOW Asset Purchase Agreement dated August 8, 2013.

Impairment of intangible assets. Impairment of intangible assets totaled $134,909 for the year ended December 31, 2013, as compared to $Nil for 2012. The increase relates to the full impairment of certain intellectual property comprised of trademarks, patents, domain names, technology rights, inventions etc. purchased on August 8, 2013 related to the KOW Asset Purchase Agreement. Since purchasing the intangible assets, the company has not realized any benefit.

Other Expenses. Other expenses include interest and amortization expense. For the year ended December 31, 2013 other expenses, totaled $737,750 as compared to $218,863 for the same period in 2012. Other expenses includes interest expense, interest income, amortization of deferred financing, amortization of restricted stock, amortization of debt discount and gain on settlement of debt. The increase in other expenses relates to interest and amortization related to the issuance of notes payable.

Net loss. Net loss for the year ended December 31, 2013 increased by $4,420,467 to a loss of $5,612,919 from a loss of $1,192,452 for the same period in 2012. The increase in net loss relates to the increase in 2013 of professional fees, general and administrative expenses, interest expense and amortization of debt discount.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of March 31, 2014 and December 31, 2013.

Inflation

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

Critical Accounting Policies

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

Estimated Useful Lives of Property and Equipment

The estimates of useful lives for property and equipment are significant estimates. Expenditures for the leasehold improvements and equipment when a food truck is first contracted are material. In addition, periodic refurbishing takes place and those expenditures can be material. We estimate the useful life of those assets by considering, among other things, expected use and life of the food truck. The assets are then depreciated using a straight line method over those estimated lives. These estimated lives are reviewed periodically and adjusted if necessary. Any necessary adjustment to depreciation expense is made in the income statement of the period in which the adjustment is determined to be necessary.

Stock-Based Compensation

We adopted the provisions of ASC 718. We estimate the fair value of stock options using a binomial model, consistent with the provisions of ASC 718 and SEC Staff Accounting Bulletin No. 107, Share-Based Payment. Option-pricing models require the input of highly subjective assumptions, including the price volatility of the underlying stock. We determined that the use of implied volatility is expected to be more reflective of market conditions and, therefore, could reasonably be expected to be a better indicator of our expected volatility than historical volatility. The expected term assumption used in calculating the estimated fair value of our stock-based compensation awards using the binomial model is based on detailed historical data about employees' exercise behavior, vesting schedules, and death and disability probabilities. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. We believe the resulting binomial calculation provides a more refined estimate of the fair value of our employee stock options. For our employee stock purchase plan, we decided to continue to use the Black-Scholes model to calculate the estimated fair value.

The Company granted 1,000,000 options in September 2013, as follows: (i) 250,000 options with an exercise price of $2.00 per share. The Company recorded a fair value of $178,959 or $0.72 per option, relating to these options. (ii) 250,000 options with an exercise price of $3.00 per share. The Company recorded a fair value of $165,892 or $0.66 per option, relating to these options. (iii) 250,000 options with an exercise price of $4.00 per share, The Company recorded a fair value of $156,053 or $0.62 per option, relating to these options, and (iv) 250,000 options with an exercise price of $5.00 per share. The Company recorded a fair value of $148,164, or $0.59 per option, relating to these options. Each of the options are exercisable for a term of 10 years. Our options were valued using the Black-Scholes method and assumption used for the options issued are as follows; volatility of 80%, expected term (years) 10, and risk free interest rate of 0.03%.

In addition, the Company determined a fair value of $1.25 per share of common stock for the first quarter of 2014. The fair value of the Company’s common stock was determined based on valuation performed by Management, which took into consideration, where applicable, cash received for similar securities during the first quarter of fiscal 2014, market participant inputs, estimated cash flows based on entity specific criteria, purchase multiples paid in other comparable third-party transactions, market conditions, liquidity, operating results and other qualitative and quantitative factors. The fair value of the Company’s common stock on each grant date are adjusted to estimated fair value and the volatility in general economic conditions, stock markets, earnings or revenue multiples of comparable companies and other qualitative and quantitative factors may result in significant changes in the estimated fair value of the Company’s common stock from period to period.

Revenue Recognition

The Company's revenue is derived from three sources. The primary source is from truck stop sales and lesser portions are from catering and event services and licensed truck sales. Truck stop sales are primarily received in cash and revenue for these sales, net of sales tax, is reported at that time.

For catering and special event services, customers must sign and deliver the Company's standard catering agreement with a minimum payment of 50% of the agreed upon price of the event. The remaining balance is due by credit card payment within 2 days of the event or cash on the day of the event. The initial 50% deposit is fully refundable until 14 days prior to the event, between 4 and 13 days prior to the event, the deposit is non-refundable and if the customer cancels within 3 days of the event, 100% of the agreed-upon price of the event is due. Revenue is recognized, net of sales tax, at the time services are provided.

For licensed truck sales, revenue is based on 6% of gross revenue from truck stop sales collected by the licensee. Revenue is recognized at the end of each month when the licensee is invoiced and the revenue is booked as a receivable.

Allowance for Doubtful Accounts

Accounts receivable arise primarily from catering and special event sales. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Such estimates inherently involve uncertainties and assessments of the outcome of future events, and changes in facts and circumstances may result in adjustments to the provision for doubtful accounts.

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

Recently Issued Accounting Pronouncements

There are no recently issued accounting pronouncements that are expected to have a material impact on the unaudited consolidated financial statements or notes thereto.

Business

Introduction

We, through our wholly-owned subsidiary, Grilled Cheese, Inc., are a food truck operation that sells various types of gourmet grilled cheese sandwiches and other comfort foods principally in the Los Angeles, California area. Our trucks currently make multiple stops per week (serving lunch and dinner five days a week) at prearranged locations. Food preparation occurs at our kitchen which supports streamlined operations within the truck by limiting in-truck operations to assembly and grilling. This allows each truck to achieve maximum revenues per hour and deliver melts, Tater Tots™, soups and sides efficiently to our customers. Our business model implements the use of social media and location booking to secure sales at each stop. Our website, www.grilledcheesetruck.com always lists the upcoming schedule of our trucks identifying where each truck will be stopping. During the fiscal year ended December 31, 2013, we expanded our number of company operated food trucks from two to nine and expanded our geographical area to Phoenix, Arizona. Further, we entered into licensing agreements in certain locations in California and test marketed expansion, branding and licensing efforts in California.

We are capitalizing on the burgeoning gourmet food truck industry through our established food service operations and social media strategy. Driving our growth, we have received national media visibility and as of the date of this prospectus, have accumulated over 120,000 total followers through a variety of social media platforms, including Facebook, Twitter and Instagram. We believe that our use of social media allows us to communicate with a large group of our interested fan base in real time, letting them know exactly when and where our food trucks will be located on a given date.  We believe that providing potential customers with up-to-date information regarding the time and location of our trucks helps promote and drive additional customers to our trucks, therefore increasing our sales at each prospective location. We believe we have established brand presence in certain locations throughout Southern California, in Phoenix, Arizona, but we have sustained losses to date.

The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2013 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our net losses totaling $5,612,919 of which $3,050,682 were non-cash items and cash used in operations totaling $2,562,237. Our business will require significant amounts of capital to sustain operations and make the investments we need to execute our longer term business plan. Our net loss for the three-month period ended March 31, 2014 amounted to approximately $1.2 million and the accumulated deficit amounted to approximately $9.1 million at March 31, 2014. These matters raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

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

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

Our Corporate History and Background

We were incorporated in the state of Nevada on December 31, 2009 as GSP-1, Inc.  We were formed as a vehicle to pursue a business combination. The company selected December 31 as its fiscal year end. On July 6, 2011, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “GSP-1, Inc.” to “TRIG Acquisition 1, Inc.” In connection with our acquisition of Grilled Cheese, Inc. on February 19, 2013, we filed a Certificate of Amendment to our Articles of Incorporation to change our name from “TRIG Acquisition 1, Inc.” to “The Grilled Cheese Truck, Inc.”

Our Industry

We believe that the United States retail market for gourmet food trucks is a large, growing and fragmented segment with increasing consumer demand. We believe our company was and is an early mover in this segment due to our current efforts to become a publically traded gourmet food truck company and a national grilled cheese chain.

We believe gourmet food trucks are an alternative to fast food and quick service restaurants for consumers. Once commonplace only in big cities on the east and west coasts of the United States, food trucks can now be found in both urban and rural areas throughout the United States. The food truck provides a means for the on-the-go person to grab a quick bite at a low cost and is increasingly becoming known for gourmet fare as the popularity of food trucks continues to rise.

We believe the industry is growing so rapidly because gourmet food trucks satisfy the desires of the consumer beyond quality, value and speed. Media venues such as The Food Network, The Cooking Channel and numerous websites highlight the food truck industry and promote the industry with shows and TV series’ dedicated to food trucks.

Strategy

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

Trucks

As of March 31, 2014, we generated revenue from retail sales through nine company- operated food trucks and two licensed trucks operated by third party licensees. All trucks operated by us are rented or leased. We receive 100% of the reported revenue and bear all associated costs from our company-operated trucks. We collect 6% of gross revenue earned by our third party licensees from the licensed trucks.

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

We believe that we offer products that would be found in the gourmet food industry while maintaining menu prices that are average within the industry. We believe that it is this combination of a desirable product, exceptional customer service and competitive prices that will allow us to maintain repeat business from our customers.

Truck Design:

We design each of our trucks in-house and use quality truck wraps to reinforce our brand image. Our trucks are typically configured to accommodate a high volume of traffic. The trucks are typically 176 square feet and can park in a parking area that is 25 feet long by 15 feet deep. Although a number of customers buy our food and return to their homes and/or offices to eat the purchased food, many of our customers enjoy eating at the truck.  Although we do not personally provide organized tables and chairs for dining, we believe that approximately 25% of the locations we serve are set up for street side dining with organized tables and chairs for the customer’s comfort.

Site Selection and Truck Locations

We operate our trucks in high-traffic, high-visibility locations in each of our target markets in order to realize operating and marketing efficiencies and enhance brand awareness. In addition to pedestrian traffic, when determining site location we consider the following factors: (i) direct requests for lunch and dinner stops from local businesses, (ii) direct requests for private caterings and (iii) direct requests for special food and gourmet food truck events.

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

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

Truck Economics

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

Our expansion strategy is to add trucks in existing markets, which include Southern California (currently operating six leased trucks) and Phoenix, Arizona (currently operating three leased trucks). We intend to expand and generate revenue from additional company trucks, company stores, third-party license agreements at airports, stadiums, malls and other locations as well as franchise revenues, to consist primarily of royalties based on a percentage of sales reported by franchise revenue and franchise fees paid by franchisees as well as the development of company operated and the acquisition of grilled cheese stores. However, we cannot provide any assurance or guarantee that we will be able to implement our expansion of food trucks and stores or collect any royalties based on a percentage of sales reported by licensees or franchisees.

We intend to begin operating trucks in new markets where we believe we can become a leading gourmet food truck in the area. Our business model calls for the sale of up to 100 franchises within twelve months after commencing franchise activities. The 100 trucks would include company owned trucks, licensed trucks and prospective franchised trucks. Our intent is to develop our veteran training, management and ownership program, with the goal of having 100 qualified veterans owning and operating Grilled Cheese Trucks. There is no guarantee that we will be able to increase the number of trucks that we operate to 100 trucks within twelve months after commencing franchise activities. There are several obstacles that the company will need to overcome in order to implement our expansion strategy including: (i) obtaining adequate financing, (ii) receiving legal approval for franchising in each respective state in which we seek to expand, (iii) building customer demand in new markets and (iv) streamlining our management and operations.

Truck Operations and Management

Our objective is to maintain quality and consistency in our trucks through the careful training and supervision of personnel and the establishment of standards relating to gourmet grilled cheese preparation, maintenance of facilities and conduct of personnel. We maintain financial and accounting controls for each of our trucks through the use of central accounting and management information systems. Cash is controlled through daily deposits of sales proceeds in local bank accounts.

The typical staff for one of our foods trucks consists of one manager and three hourly employees. Each employee receives an initial 40 hours of training. We seek to instill enthusiasm and dedication in our employees and regularly solicit employee suggestions concerning truck operations. Our management attempts to be responsive to employee concerns by conducting face to face meetings with personnel in each market.

A typical truck will perform 10 prescheduled stops per week. Typical weekday lunch hours of operation are 11:30 a.m. to 2:00 p.m. and typical weekday dinner hours are 6:00 p.m. to 8:30 p.m. Hours of operation on weekends vary depending upon the types of scheduled stops. A typical weekend dinner shift can serve customers as late as 12:00 a.m.

We implemented a new POS system during fiscal year 2013 to include the implementation of more efficient systems and equipment. Management recognizes the importance of efficient cash and accounting management systems and implementing advanced point-of-sales (POS) platform that will work for both the company and franchised outlets. In addition to quicker customer order process, this system will also streamline the financial reporting, cost of goods, performance metrics and finance processes. It will also track franchised operations and remotely calculate and collect royalties, all in real time and on a daily basis.

During 2013, our focus was to design, develop and build two kitchens, with one in Los Angeles, California and one in Phoenix, Arizona, and to create the infrastructure to support rapid expansion and growth within these markets. Additionally, we focused on the development, testing and implementation of a training program for US veterans. In the fourth quarter of 2013, we expanded to 11 trucks in operation, which includes a total of nine company operated and two licensed trucks in operations. During the first quarter of fiscal 2014, our focus was to start refining and evaluate our operations in their initial stage of deployment.

Hub and Spoke

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

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

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

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

Over the past year, we implemented the hub-and-spoke format for our company-operated trucks in Los Angeles, California. Further, we have been focusing on our strategy regarding the implementation of our franchise model. Although we believe that the hub-and-spoke format can be scaled to facilitate our potential franchisees, given the preliminary stage of our company we have not yet developed a full scale hub-and-spoke economic model applicable to our potential franchisees. As the franchise model is implemented, we will further explore and develop a hub-and-spoke model that is scalable to accommodate our potential franchisees.

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

License Agreements

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

Veteran Ownership Opportunity

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

As of the date of this prospectus, only preliminary steps have been taken to implement our veteran program (including development of a recruitment and training program). Since our focus over the past year has been primarily on expanding our business plan in preparation for implementing our franchise model, we have not yet established any estimated budgets or milestones regarding the implementation of our veteran program. Once the franchise model is in place, we intend to focus on establishing a strategy which focuses on veterans receiving the first 100 franchises, including the scope and the timeframe for implementation of the training, management and ownership of the franchises and methods we anticipate utilizing to assist prospective veteran franchisees to secure financing to acquire a franchise.

Marketing Strengths

We have enjoyed success using social media as our primary marketing effort. With a base of over 120,000 followers on varying sources of social media including Twitter, Facebook or Instagram, our followers are able track our site locations. We have become increasingly adept with our social media marketing, running campaigns to support new offerings or events. We believe that we are an influential ‘Tweeter’ in Los Angeles and are currently one of the most followed food trucks on Facebook and on Twitter. In fact, we were listed as the 3rd most influential ‘Tweeter’ in Los Angeles by WeFollow.com in 2011 and 3rd most influential food truck in 2011 by Klout.com.

With the help of social media, fans of the Grilled Cheese Truck can find out where the truck will be at any moment and get up-to-the-minute updates on specials, new menu items and location changes. We believe these social media initiatives have been a major contributing factor to our success. In particular, we have successfully made our Twitter, Facebook and Instagram following into a direct sales tool, creating a business proposition for prospective franchise owners and licensees, as we believe the networks drive sales and direct customers to the truck’s locations without the need for more traditional (and expensive) local advertising campaigns.

In addition to the success of our social media activities, we have gained national media attention following appearances and/or coverage from the Rachel Ray Show, The Price is Right, ABC Channel 7 (top food truck in Los Angeles), NBC News, Fox News.com, USA Today, Los Angeles Times (best food truck in Los Angeles and Southern California), The Cooking Channel, Food & Wine (best grilled cheese in the U.S.), The Travel Channel, Klout.com (top 10 most influential food trucks – 2011), BBC Travel, MSN.com (the best food on wheels), and Zagat Guide. Additionally, many of the segments featuring the Grilled Cheese Truck continue to be re-aired regularly on the Food Network, the Cooking Channel, the Travel Channel and others.

Products

We serve innovative gourmet grilled cheese melts that are made from seasonal ingredients. We believe that gourmet grilled cheese is the “new pizza.”  This iconic sandwich has been a beloved part of the American food culture since the early 1920’s.  Many Americans have grown up and continue to consume grilled cheese sandwiches as they are often considered a comfort food. Our founder, David Danhi, is an award winning chef and we are committed to upholding his food standards.

Our grilled cheese sandwiches have received numerous accolades and social media notoriety. These awards were conducted by various entities that asked their followers to vote for their favorite food truck. Below are several of the articles to show the results of these awards:

Suppliers

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

We purchase our ingredients primarily through US Foods, Inc. (“US Foods”) pursuant to one year contracts. Though we purchase our ingredients primarily from only one reputable supplier, we have long standing relationships with some of the most reputable food purveyors in the nation due to Mr. Danhi’s 30 years of experience as a professional chef and restaurant executive. Because of these relationships, we believe that we are not dependent upon US Foods in order to continue our business. For the years ended December 31, 2013 and 2012, respectively, US Foods supplied us with approximately $244,000 of our supplies used for production and accounted for approximately 19% of total cost of our sales for the year ended 2013 in contrast with approximately $353,000 of our two supplies used for production and approximately 35% of total cost of sales in the year ended 2012. Our one year contracts with US Foods requires that we provide payment of the purchase price of goods or services acquired from US Foods in accordance with the terms set forth on each invoice. Although we only utilized one primary supplier of goods during 2013 and 2012, management believes that the company is not solely dependent on US Foods for its food supplies, as management believes that there are ample other suppliers that the company could engage is a short period of time to supply the required goods on substantially similar terms as US Food.

Gourmet Food Truck Recipes From Renowned Chef

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

Competition

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

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

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

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

Customers

We have acquired over 120,000 total followers using various social media channels including Facebook, Instagram and Twitter. This has translated to a fan-base of loyal followers and has resulted in long lines of customers at our trucks. This has also translated into increased requests for catering events for private parties (weddings, birthdays, bar mitzvahs) as well as numerous entertainment industry and promotional events, such as movie premieres, cast and crew feeds, new model releases for the automotive industry and the like. Our customer base is consistently growing due to our social medial presence, our constant street presence and continued accolades and food industry awards.

Charitable Foundation and Not-For-Profit Initiatives

On September 6, 2013, our Board of Directors approved the creation of a new charitable foundation.  This foundation is intended to provide financial assistance to the surviving spouses and children of United States military personnel who have died in combat and to United States military personnel suffering from physical and mental disabilities.  As soon as practicable following the formation of the foundation, an application will be filed with the Internal Revenue Service to seek approval of Internal Revenue Code Section 501(c)(3) tax-exempt status for the foundation.  We initially intend to donate up to 1,000,000 shares of our common stock to the foundation, with such shares to be donated from time to time as the Board of Directors determines is prudent.  The Board of Directors delegated to General Clark the responsibility for supervising and administering shares under the foundation. As of the date of this prospectus, no additional actions have been taken regarding the charitable foundation.

On January 17, 2014, we entered into a letter of intent (the “LOI”) with Orange County Rescue Mission, a non-profit, faith-based organization that provides services to the homeless (“OCRM”). In accordance with the LOI, we have began negotiations with OCRM to create a joint venture entity, whereby we will provide its trucks, menu, brand name and experience to the joint venture and OCRM will provide its kitchen facilities, on-site student workforce and a student sales and marketing team. Together, we intend to create a profitable entity generating revenues which is intended to help create additional jobs and train homeless individuals, students and veterans (with a particular focus on veterans) to transition into the mainstream workforce. Any revenue generated from business opportunities that arise as a result of this joint venture will be split equally between us and OCRM, after accounting for cost of goods sold, kitchen supervisory costs and truck costs. As of the date of this propsectus, no additional actions have been taken regarding the joint venture with OCRM.

Intellectual Property

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

The Franchise Business Model

We intend to commence preliminary operations as a franchisor (in addition to our operation as a purveyor of food) pursuant to a food truck business model. As of the date hereof, we have not taken any actions to become a franchisor. Our franchise operations are still in development and we began test marketing in Phoenix, Arizona beginning in the first quarter of 2013. As a franchisor, we expect to generate revenues through franchising fees, the sale of food and supplies to franchisees and continuous royalty payments by franchisees. Our business model calls for the sale of up to 100 franchises within twelve months after commencing our franchise activities, although there are no assurances that we will reach this objective. We are currently researching initial franchise markets in the states of Texas, Arizona, Illinois, Nevada and Florida. Company guidelines will be placed on the geographic locations that franchise trucks will be permitted to operate in. Additionally, our franchises will be required to comply with quality and customer service standards that we will develop internally.

Franchise costs

Four Wheel - Mobile Grilled Cheese Truck

We intend to primarily offer the first 100 franchises to United States veterans. Franchisees will be required to pay an initial franchise fee and be required to rent or lease a pre–specified and fully equipped mobile food truck. Additionally, franchisees will pay a royalty to us based on revenue earned. Additional costs not included in the initial franchise fee include: truck costs, owner/operator training costs and related travel expense; initial inventory; grand opening expense; local business licenses and permits; home office business equipment and expenses; contributions to our advertising fund; and working capital reserves.

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

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

Brick and Mortar - Fixed location Grilled Cheese Truck Restaurants

In addition to the initial roll-out of 100 mobile truck franchises, our long-term plan includes the franchising of brick and mortar, or fixed, locations. We are currently performing research and development for potential locations and anticipate opening our first fixed location in 2014. We anticipate that our company owned restaurant will serve as a springboard to franchise other fixed locations and to provide training for future operators of franchised fixed locations. Franchisees will be required to pay an initial franchise fee and will be responsible for the purchase, lease or sublease of real property on terms suitable for the development of an approved Grilled Cheese Truck retail restaurant operation. Franchisees will also be responsible for payment of all improvement costs necessary to make such Grilled Cheese Truck restaurant suitable for operations. We anticipate that improvement costs, excluding the costs of the land and building, will be between $150,000 to $375,000 per location. Each franchisee will also be required to purchase certain ingredients and supplies from us at a profit to us. Additional costs to the Franchisee will include: owner/operator training costs and related travel expense, initial inventory, grand opening advertising and promotional marketing expense, local business licenses and permits, contributions to our advertising fund and working capital reserves.

Government Regulation

The franchise disclosure requirement

Under the Federal Trade Commission’s (FTC) “Franchise Rule,” franchisors must provide prospective franchisees with certain information regarding the franchise. The Franchise Rule specifies the form and content of the disclosures a franchisor must give. The disclosures are shown in a “Franchise Disclosure Document,” or an “FDD.” The predecessor of the FDD was the “Uniform Franchise Offering Circular,” or the “UFOC.” The Franchise Rule also specifies the timing of delivery of the FDD.

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

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

State franchise law

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

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

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

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

Government Regulation

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

We are and our future franchisees will be subject to U.S. laws affecting the operation of our restaurants and our business. Each of our mobile food trucks must comply with licensing requirements and regulations by a number of governmental authorities, which include zoning, health, safety, sanitation, building and fire agencies in the jurisdiction in which the food truck is located.

We are and our future franchisees will be subject to laws relating to information security, privacy, cashless payments and consumer credit, protection and fraud. An increasing number of governments and industry groups worldwide have established data privacy laws and standards for the protection of personal information, including social security numbers and financial information.

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

Environmental Matters

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

Employees

As of June 4, 2014, the company has 66 employees, including 46 full-time and 20 part-time employees, working for us in various capacities.

Legal Proceedings

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

Corporate Information

Our principal office is located at 151 North Nob Hill Road, Suite 321, Fort Lauderdale, FL 33324. Our telephone number is (949) 478-2571.

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

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and any amendments to such reports filed pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, have been filed with the Securities and Exchange Commission, or SEC. Copies of this Prospectus and our reports may also be obtained without charge electronically or by paper by contacting Peter Goldstein, President, The Grilled Cheese Truck, Inc., by calling (949) 478-2571.

The public may also read and copy the materials we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC. The contents of these websites are not incorporated into this filing.

Changes in Registrant’s Certifying Accountant

Dismissal of Sherb & Co., LLP

On March 1, 2013, we dismissed Sherb & Co., LLP (“Sherb”) as the company’s independent registered public accounting firm. We engaged Marcum LLP (“Marcum”) as our registered public accounting firm, effective March 1, 2013. The decision to change registered public accounting firms and the appointment of the new registered public accounting firm was made by our board of directors.

The reports of Sherb on the financial statements of the company as of and for the two most recent fiscal years did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The report of Sherb on the financial statements of the company for the year ended December 31, 2011 contained an explanatory paragraph expressing substantial doubt regarding our ability to continue as a going concern.

During our two most recent fiscal years and through March 1, 2013, there were no disagreements with Sherb on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Sherb, would have caused them to make reference thereto in their reports on the financial statements for such years. During the two most recent fiscal years and through March 1, 2013, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During our two most recent fiscal years and through the March 1, 2013, we did not consult with Marcum with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

Engagement of RBSM LLP

On April 11, 2013, we dismissed Marcum as our independent registered public accounting firm. We engaged RBSM LLP (“RBSM”) as its registered public accounting firm, effective April 11, 2013. The decision to change registered public accounting firms and the appointment of the new registered public accounting firm was made by our board of directors.

From March 1, 2013, the date that Marcum was engaged, and through April 11, 2013, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. During the period March 1, 2013 through the date of dismissal, Marcum has not issued an opinion on the financial statements of the company. During the two most recent fiscal years and through April 11, 2013, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During our two most recent fiscal years and through the April 11, 2013, we did not consult with RBSM with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

Directors, Executive Officers and Corporate Governance

The following table sets forth certain information concerning our executive officers and directors as of June 4, 2014:

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

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

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

Mr. Lee is qualified to serve on our Board of Directors because of his experience as a successful entrepreneur and a capital markets executive.

On July 12, 2013, our former Chief Executive Officer resigned. This resignation was not due to any disagreements with our company. The Board of Directors determined that, due to management’s resources and relative skills, Mr. Lee was qualified to act in such capacity as Interim Chief Executive Officer until we can identify a qualified executive to assume the role of Chief Executive Officer. In this case, it is anticipated that Mr. Lee will serve as Interim Chief Executive Officer for a period of less than 12 months until a qualified executive may be identified and appointed as the company’s new Chief Executive Officer.

Peter Goldstein, Director, President, Interim Chief Financial Officer, Treasurer and Secretary . Mr. Goldstein has served as our Director, President and Interim Chief Financial Officer since September 6, 2013. Mr. Goldstein was also our Founder and served as our President and Director from December 31, 2009 to April 12, 2012. Mr. Goldstein served as the Founder, Chief Executive Officer and Director of Grandview Capital, Inc., a registered broker-dealer and an investment banking and securities brokerage firm, from December 2006 to April 2012. Mr. Goldstein has also served as the Founder, CEO and Chairman of Grandview Capital Partners, Inc. since December 1999. Grandview Capital Partners, Inc. operated as an office of supervisory jurisdiction for Blackwall Capital Markets, Inc., from May 14, 2012 until September 9, 2013.

From March 2013 through January 3, 2014, Mr. Goldstein has served as a Chairman of the Board of Directors, Principal Financial Officer and Treasurer of Staffing 360 Solutions, Inc. Additionally Mr. Goldstein is the co-founder of TRIG Capital Group, LLC, a New York-based private equity firm formed in 2011. From March 2008 to April 2012, Mr. Goldstein served as the Founder, Chief Executive Officer and Director of Grandview Capital Advisors, Inc., a registered investment advisory firm, registered in the state of Florida. Since May 2006, Mr. Goldstein has served as the President and Director of Grandview Consultants, a company which provides management consulting services. From January 1997 through September 2008, Mr. Goldstein was Founder, President and Director of Global Business Resources, which provided financial, operational and organizational consulting services to private and emerging companies within the United States and international markets.

Mr. Goldstein has an MBA in International Business from the University of Miami and holds the Series 7, 24, 79, 99 and 66 registrations with FINRA. He is also a member of the National Investment Banking Association.

On June 21, 2013, our former Chief Financial Officer resigned. This resignation was not due to any disagreements with our company. The Board of Directors determined that, due to management’s resources and relative skills, Mr. Goldstein was qualified to act in such capacity as Interim Chief Financial Officer until we can identify a qualified executive to assume the role of Chief Financial Officer. In this case, it is anticipated that Mr. Goldstein will serve as Interim Chief Financial Officer for a period of less than 12 months to manage a period of transition within the organization until a qualified executive may be identified and appointed as the company’s new Chief Financial Officer. Further, on April 11, 2014, Mr. Nicholas Koutsivitis resigned as the company’s Treasurer, effective immediately following filing the company’s Annual Report on Form 10-K for the year ended December 31, 2013. As a result, Mr. Goldstein was appointed, and assumed the role of Treasurer effective immediately following the filing of the company’s Form 10-K, which was filed on April 15, 2014.

Mr. Goldstein is qualified to serve on our Board of Directors because of his experience as an entrepreneur and extensive capital markets experience.

General Wesley Clark, Director. General Clark is currently the Vice Chairman of the Board of Director, as of July 12, 2013, and has served as our Senior Veterans Advisor since the closing of the Share Exchange. General Clark is a highly decorated, retired four-star general and successful businessman. General Clark spent 34 years in the Army and Department of Defense, receiving many military decorations, several honorary knighthoods, and a Presidential Medal of Freedom. From 2007 to 2012, General Clark was Chairman of Rodman & Renshaw Holding, LLC, a NY-based investment bank. Since March 2003, he has been the Chairman and CEO of Wesley K. Clark & Associates, a strategic advisory firm that he founded that same year. From 1997 to 2000, after receiving his four-star general rank, General Clark became widely recognized in his role commanding Operation Allied Force during the Kosovo War, where he was designated the Supreme Allied Commander Europe for NATO. General Clark graduated valedictorian at West Point and received a Rhodes Scholarship to the University of Oxford.

General Clark is qualified to serve on our Board of Directors because of his business, military and political experience and his Capital Market experience.

Deepak Devaraj, Director, Director of Business Development.   On September 6, 2013, Mr. Devaraj was appointed as a Director and Director of Business Development. Prior to joining our company, from June 2012 until August 8, 2013, Mr. Devaraj served as the Chief Executive Officer of KOW Leasing Co., LLC, a Texas limited liability company.  Further, from June 2012 until August 8, 2013, Mr. Devaraj served as Chief Executive Officer of Hook & Ladder Draught House LLC, a mobile food and beverage truck.  Mr. Devaraj served as Senior Vice President of Fixed Income at Southwest Securities from July 2001 to June 2012.

Mr. Devaraj is qualified to serve on our Board of Directors because of his experience in all aspects of the food truck industry.

Code of Conduct and Ethics

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

Director Independence

Our board of directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, the board has determined that none of the directors are “independent directors” as defined by in the rules of The NASDAQ OMX Group, Inc. listing standards and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.

Committees

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

Executive Compensation

Summary Compensation Table

The following table sets forth all information concerning the compensation received for the fiscal years ended December 31, 2013 and 2012 for services rendered to us by persons who served as our principal executive officer, our two most highly compensated executive officers (other than the principal executive officer) who were serving as executive officers at the end of the last completed fiscal year, and two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the smaller reporting company at the end of the last completed fiscal year. Aside from the salary amounts as described below, none of our officers are entitled to any additional compensation. No amounts have been paid or accrued to any named executive officer pursuant to a plan or arrangement in connection with any termination or change of control.