Armanino Foods of Distinction : Q2'15 Quarterly Disclosure

QUARTERLY DISCLOSURE REPORT

JUNE 30, 2015 UNAUDITEDARMANINO FOODS OF DISTINCTION, INC.

QUARTERLY REPORT

JUNE 30, 2015 UNAUDITED

CONTENTS

Page:

OTC PINK BASIC DISCLOSURE GUIDELINES .......................................................... 2

INTERIM FINANCIAL STATEMENTS:

• o Consolidated Balance Sheet (unaudited), June 30, 2015 and

  December 31, 2014 ......................................................................................... 9

• o Consolidated Statements of Earnings (unaudited), for the

  three and six months ended June 30, 2015, and 2014 ................................. 11

• o Consolidated Statement of Stockholder's Equity (unaudited),

  for the six months ended June 30, 2015 and the year ended

  December 31, 2014 ...................................................................................... 12

• o Consolidated Statements of Cash Flows (unaudited), for

  the six months ended June 30, 2015 and 2014 .............................................. 13

o Notes to Consolidated Financial Statements (unaudited) ............................... 14

SUPPLEMENTAL INFORMATION:

o Management Discussion and Analysis ........................................................... 26

o Legal Proceedings .......................................................................................... 27

o Defaults Upon Senior Securities .................................................................... 27

o Exhibits .......................................................................................................... 27

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ARMANINO FOODS OF DISTINCTION, INC.

QUARTERLY REPORT

JUNE 30, 2015 UNAUDITED

OTC PINK BASIC DISCLOSURE GUIDELINES

• 1. NAME OF THE ISSUER AND ITS PREDESSORS (IF ANY): Armanino Foods of Distinction, Inc. (The Company)

• 2. ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Company Headquarters:

  Address 1: 30588 San Antonio Street Address 2: Hayward, CA 94544 Phone: [phone]

  Email:[e-mail](s):www.armaninofoods.com

  IR Contact:

  Address 1: 30588 San Antonio Street Address 2: Hayward, CA 94544 Phone: [phone]

  Email:[e-mail](s):www.armaninofoods.com

• 3. SECURITY INFORMATION:

  • a. Trading Symbol: AMNF

  • b. Title and class of securities outstanding: Common Stock CUSIP: 042166801

    Par or Stated Value: no par

June 30, 2015	June 30, 2014	June 30, 2013
Common Shares authorized	40,000,000	40,000,000	40,000,000
Common Shares outstanding(1)	32,065,645	32,065,645	32,092,360
Freely tradable shares	30,203,203	30,203,203	29,740,803
# of beneficial shareholders (2)	1,300	1,300	1,300
# of shareholders of record	120	124	125
(1) Common stock shares outstanding are calculated as follows: June 30, 2015 June 30, 2014 June 30, 2013 Common shares outstanding on record with Transfer Agent Less common stock held in treasury Common shares outstanding 32,065,645 - 32,065,645 0 32,065,645 - 32,065,645 0 32,092,360<26,715> 0 32,065,645
(2) The number of beneficial shareholders for each year represent estimates, only, as the actual information is not readily available.

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ARMANINO FOODS OF DISTINCTION, INC.

QUARTERLY REPORT

JUNE 30, 2015 UNAUDITED

• c. Additional class of securities: Preferred Stock CUSIP: 042166801

  Par or Stated Value: no par

  June 30, 2015	June 30, 2014	June 30, 2012
  Shares authorized	10,000,000	10,000,000	10,000,000
  Shares outstanding	-	-	-
  Freely tradable shares	-	-	-
  # of beneficial shareholders	-	-	-
  # of shareholders of record	-	-	-

• d. Transfer Agent:

  Name: Computershare Trust Company, N.A. Address 1: 250 Royall Street

  Address 2: Canton, MA 02021 Phone: [phone]

• e. Is the Transfer Agent registered under the Exchange Act? Yes:No:

• f. Restrictions on the transfer of security: 1,862,442 shares of common stock are restricted as of 6/30/15; 1,862,442 shares as of 6/30/14; and, 2,133,302 shares as of as of 6/30/13.

• g. Trading suspension orders issued by the SEC in the past 12 months: None

• h. Stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None

4. ISSUANCE HISTORY

The Company had no events which resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period, including offerings of equity securities, debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services.

5.

FINANCIAL STATEMENTS

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ARMANINO FOODS OF DISTINCTION, INC.

QUARTERLY REPORT

JUNE 30, 2015 UNAUDITED

The Company's financial statements are prepared in accordance with US GAAP. Refer to the Company's interim financial statements starting on page 9.

6. ISSUER'S BUSINESS, PRODUCTS, AND SERVICES a. Issuer's business operations:

The Company is currently engaged in the production of upscale and innovative frozen food products, including pesto and other sauces, stuffed pasta products, and cooked meat products.

• b. Date and State (or Jurisdiction) of Incorporation: Colorado, 1986

• c. Issuer's primary and secondary SIC Codes: 2030

• d. Issuer's fiscal year end date: December 31

• e. Principal products or services, and their markets:

  The Company's line of frozen products presently includes pesto sauces, stuffed pastas and pasta sheets, as well as value-added specialty Italian pastas, and cooked meat products.

• 7. ISSUER'S FACILITIES

  The Company leases approximately 24,375 square feet of office, production and warehouse space located at 30588 San Antonio Street, Hayward, California, 94544. The Company also leases approximately 7,408 square feet of additional office and warehouse space located at 30641 San Antonio Street, Hayward, California, 94544. Except for a Co2 tank which it leases, the Company owned all

• of its manufacturing equipment as of June 30, 2015.

• 8. OFFICERS, DIRECTORS, AND CONTROL PERSONS a. Name of Officers, Directors, and Control Persons:

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