GREEN HYGIENICS HOLDINGS INC. - FORM 10-Q

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EX-31.1 - GREEN HYGIENICS HOLDINGS INC.	ex31-1.htm
EXCEL - IDEA: XBRL DOCUMENT - GREEN HYGIENICS HOLDINGS INC.	Financial_Report.xls
EX-32.1 - GREEN HYGIENICS HOLDINGS INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-153510

GREEN HYGIENICS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	26-2801338
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

22 Billiter Street, London, England EC3M 2RY
(Address of principal executive offices) (Zip Code)

310-995-1070
(Registrant’s telephone number, including area code)

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

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

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act o YES x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. x YES o NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 56,133 common shares issued and outstanding as of February 28, 2013

Aggregate market value of voting common equity held by non-affiliates as of February 28, 2013: $35,000 approximately

Table of Contents

TABLE OF CONTENTS

PART I. Financial Information		Page

Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

PART II. Other Information

Item 1.	Legal Proceedings	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	[Removed and Reserved]	15
Item 5.	Other Information	15
Item 6.	Exhibits	16

Signatures		17

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended January 31, 2013 are not necessarily indicative of the results that may be expected for the full fiscal year.

GREEN HYGIENICS HOLDINGS INC.

(A Development Stage Company)

Balance Sheets

(Stated in US Dollars)

	As of			As of
	January 31			July 31
	2013			2012
	(Unaudited)			(Audited)

Assets
Current assets
Cash	$	1,585		$	-
Total current assets		1,585			-

Total Assets	$	1,585		$	-

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	277,456		$	267,240
Management fees payable		153,004			132,504
Loans payable, related party		213,000			213,000

Total current liabilities		643,460			612,744


Total Liabilities		643,460			612,744

Stockholders' Deficiency
Common Stock, $0.001 par value 200,000,000 Common Shares Authorized 56,133 Common Shares Issued (July 31, 2012: 42,133)		56			42
Additional paid-in capital		1,650,037			1,626,337
Stock payable		50,000			-
Deficit accumulated during development stage		(2,341,968	)		(2,239,123	)
Total stockholders’ deficit		(641,875	)		(612,744	)

Total liabilities and stockholders’ deficit	$	1,585		$	-

The accompanying condensed notes are an integral part of these financial statements

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GREEN HYGIENICS HOLDINGS INC.

(A Development Stage Company)

Statements of Operations

(Stated in US Dollars)

(Unaudited)

													June 12, 2008
													(Date of
													Inception)
	Three Months Ended						Six Months Ended						to
	January 31,						January 31,						January 31,
	2013			2012			2013			2012			2013

REVENUE	$	-		$	-		$	-		$	75,000		$	150,000

EXPENSES
Business system development		-			147,341			-			569,064			1,453,892
Mineral claim impairment loss		-			-			-			-			20,000
Professional fees		7,002			13,790			15,585			31,662			238,814
Directors fees		-			-			16,800			-			16,800
Consulting and administration fees		24,500			120,000			24,500			132,500			225,497
Management fees		-			48,176			22,500			77,251			221,250
Filing fees		2,876			-			8,822			-			35,398
Office		(277	)		9,500			7,724			17,365			108,267
Total Expenses		34,101			338,807			95,931			827,842			2,319,918

Net loss from Operations before Other Expense:		(34,101	)		(338,807	)		(95,931	)		(752,842	)		(2,169,918	)
Loss on conversion of debt					-						-			(106,785	)
Foreign exchange gain		-			-			-			5,783			5,625
Interest on debt		(3,457	)		-			(6,914	)		-			(70,890	)

Net loss before income tax		(37,558	)		(338,807	)		(102,845	)		(747,059	)		(2,341,968	)
Provision for income tax		-			-			-			-			-

Net Loss	$	(37,558	)	$	(338,807	)	$	(102,845	)	$	(747,059	)	$	(2,341,968	)

Basic and diluted loss per share	$	(0.67	)	$	(8.06	)	$	(1.91	)	$	(16.61	)


Weighted average number of shares outstanding		56,133			42,028			53,774			44,799

The accompanying condensed notes are an integral part of these financial statements

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GREEN HYGIENICS HOLDINGS INC.

(a development stage company)

Statement of Stockholders' Equity (Deficit)

From Inception (June 12, 2008) to January 31, 2013 - unaudited

(Stated in US Dollars)

															Deficit
																Accumulated
												Stock				During			Total
	Common Stock						Paid in		Stock			Subscription				Development			Equity
	Shares			Amount			Capital		Payable			Receivable				Stage			(Deficit)

Shares issued to founders - June 12, 2008		55,000		$	55		$	19,945	$	-			-			$	-		$	20,000

Net Loss for period																	(81,747	)		(81,747	)
Balance, July 31, 2008		55,000		$	55		$	19,945	$	-			-			$	(81,747	)	$	(61,747	)

Net Loss for year		-			-			-		-			-				(34,237	)		(34,237	)
Balance, July 31, 2009		55,000		$	55		$	19,945	$	-			-			$	(115,984	)	$	(95,984	)

Net Loss for year		-			-			-		-			-				(55,107	)		(55,107	)
Balance, July 31, 2010		55,000		$	55		$	19,945	$	-			-			$	(171,091	)	$	(151,091	)
Conversion of Debt		-			-			-		1,146,950			(181,785	)			-			965,165
Net Loss for year		-			-			-		-			-				(829,978	)		(829,978	)
Balance, July 31, 2011		55,000		$	55		$	19,945	$	1,146,950			(181,785	)		$	(1,001,069	)	$	(15,904	)

Cancellation of shares		(15,000	)		(15	)		15		-			-				-			-
Issuance of shares for debt settlement		764			1			1,146,949		(1,146,950	)		181,785				-			181,785
Issuance of shares for cash		1,369			1			454,999		-			-				-			455,000
Imputed interest		-			-			4,429		-			-				-			4,429
Net loss for year		-			-			-		-			-				(1,238,054	)		(1,238,054	)
Balance, July 31, 2012		42,133		$	42		$	1,626,337	$	-			-			$	(2,239,123	)	$	(612,744	)

Issuance of shares for:
Services		14,000			14			16,786												16,800
Cash		-			-			-		50,000			-				-			50,000
Imputed interest		-			-			6,914		-			-				-			6,914
Net loss for period		-			-												(102,845	)		(102,845	)
Balance, January 31, 2013		56,133		$	56		$	1,650,037	$	50,000			-			$	(2,341,968	)	$	(641,875	)

The accompanying condensed notes are an integral part of these financial statements

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GREEN HYGIENICS HOLDINGS INC.

(A Development Stage Company)

Statements of Cash Flows

(Stated in US Dollars)

(unaudited)

	For the six months ended January 31, 2013			For the six months ended January 31, 2012			From inception (June 12, 2008) to January 31, 2013
Cash Flow from Operating Activities
Net loss	$	(102,845	)	$	(747,059	)	$	(2,341,968	)
Adjustments to reconcile net loss to net cash used:
Services paid with common stock		16,800						16,800
Imputed interest		6,914			-			11,343
Loss on conversion of debt		-			-			106,785
Changes in:
Prepaid expense		-			3,500			-
Accounts payable		10,216			151,558			285,539
Management fees payable		20,500			45,000			153,004
Accrued interest and fees		-			(5,179	)		51,461
Net cash used in operating activities		(48,415)			(552,180	)		(1,717,036	)


Cash Flow from Investing Activities
Net cash used in investing activities	$	-		$	-		$	-


Cash Flow from Financing Activities

Proceeds from Shareholder Loan		-			-			87,406
Loans payable to related party		-			-			213,000
Convertible loan subscription		-			-			893,215
Proceeds from shares issued for cash		50,000			455,000			505,000
Proceeds from shares issued to founders		-			-			20,000

Net cash provided by financing activities	$	50,000		$	455,000		$	1,718,621

Change in cash for the period		1,585			(97,180	)		1,585
Cash at beginning of period		-			111,799			-
Cash at end of period	$	1,585		$	14,619		$	1,585

Cash Paid For:
Interest	$	-		$	-		$	-
Income Tax	$	-		$	-		$	-
Non cash transactions:
Conversions of debt	$	-		$	-		$	1,146,950
Cancellation of common shares	$	-		$	30,000		$	30,000

The accompanying condensed notes are an integral part of these financial statements

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GREEN HYGIENICS HOLDINGS INC.

(a development stage company)

Footnotes to the Financial Statements

January 31, 2013

Unaudited

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. On June 30, 2010 the Company changed its name to Takedown Entertainment Inc. and changed its business focus to mixed martial arts media entertainment. On July 24, 2012 the Company changed its name to Green Hygienics Holdings Inc. but maintained its focus on mixed martial arts and media entertainment.

The Company is organized to acquire, produce and distribute mixed martial arts (MMA) content and programming for North American and International markets. The Company has been unable to raise sufficient capital to further its business and has been looking at all opportunities to maintain and enhance shareholder value, including a possible disposition of its current operations and/or entering into a potential business combination. The Company has been in negotiations with one potential business combination candidate. However, no definitive agreements have yet been entered into.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company follows accounting principles generally accepted in the United States of America. In the opinion of management all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and results of operations for the periods presented, have been reflected herein.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

REVENUE RECOGNITION

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, REVENUE RECOGNITION ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenue was earned for the placement of product endorsements. Since inception to the quarter ended January 31, 2013 the Company recorded $150,000 in gross revenues.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of January 31, 2013 the Company held $1,585 cash and July 31, 2012 the Company held $0 cash.

DEVELOPMENT STAGE COMPANY

The Company is considered a development stage company as defined by Accounting Standards Codification ASC 915-205 "Development-Stage Entities". ASC 915-205 requires companies to report their operations, shareholders equity and cash flows since inception through the date that revenues and expenditures are generated from management's intended operations, among other things. The Company has generated minimal operating revenues during the periods presented.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritize the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

INCOME TAXES

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has $2,341,968 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2030. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes. At January 31, 2013 the Company had no uncertain tax positions.

Net deferred tax assets consist of the following components as of:

	January 31,			July 31,
	2013			2012
NOL Carryover	$	818,400		$	761,302
Valuation allowance		(818,400	)		(761,302	)
Net deferred tax asset	$	0		$	0

BASIC AND DILUTED NET LOSS PER COMMON SHARE

The Company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As at January 31, 2013 and 2012, the Company had no potentially dilutive shares.

STOCK BASED COMPENSATION

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

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RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and has a limited operating history. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

As shown in the accompanying interim financial statements, the Company has incurred a net loss of $2,341,968 for the period from June 12, 2008 (inception) to January 31, 2013 and has generated minimal revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the six months ended January 31, 2013 the Company accrued management fees payable of $22,500 to a director of the Company for services as an officer of the Company (2012 - $45,000) and paid $2,000 towards the amounts owing to that director. At January 31, 2013 that same director is owed $153,004. This debt to the director is unsecured, non interest bearing and with no fixed terms of repayment.

On August 31, 2012 the Company issued 14,000 shares of common stock to the directors of the Company for services rendered to the Company by the directors. The services were fairly valued at a fair market value of $16,800.

The related party transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

NOTE 5 – LOANS PAYABLE, RELATED PARTY

Funds advanced against a loan agreement with a related party are unsecured and non-interest bearing and are repayable on or before July 24, 2013. At January 31, 2013 the Company owes $213,000. For the six months ended January 31, 2013 the Company imputed $6,914 in deemed interest payable and credited to Additional Paid In Capital (from receipt of funds to July 31, 2012 - $4,429).

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NOTE 6 - COMMON STOCK

Effective July 24, 2012 the Company reverse split its common shares on the basis of one new share for each two thousand shares held (1 for 2,000). All share amounts have been adjusted retroactively to reflect the reverse split.

The Company issued 55,000 shares of common stock (founder’s shares) for $20,000 cash on June 12, 2008.

During the first quarter ended October 31, 2011:

–	15,000 shares of common stock were returned to the Company for cancellation and credited $15 to Additional Paid In Capital;

–	764 shares of common stock were issued in settlement of debts of $1,146,950; the Company converted and recognized a loss recorded of $106,785;

–	353 shares of common stock were issued for cash of $250,000;

–	234 shares of common stock were issued for cash of $60,000;

During the second quarter ended January 31, 2012:

–	191 shares of common stock were issued for cash of $45,000;

–	591 shares of common stock were issued for cash of $100,000;

During the first quarter ended October 31, 2012:

–	On August 31, 2012 the Company issued 14,000 shares of common stock to the directors of the Company for services rendered to the Company by the directors. The shares issued are valued based on fair market value at the date of authorization at $16,800.

NOTE 7 – STOCK PAYABLE

On January 25, 2013 the Company received $50,000 in subscription for 200,000 common shares valued at $0.25 per share. At January 31, 2013 the common shares are not issued.

NOTE 8 – SUBSEQUENT EVENTS

There were no events subsequent to the date of these financial statements which would have had a material effect on the financial statements at January 31, 2013.

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

FORWARD-LOOKING STATEMENTS

The information set forth in this section contains certain "forward-looking statements," including, among other things, (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes," "anticipates," "intends," or "expects." These forward-looking statements relate to our plans, objectives and expectations for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Green Hygienics Holdings Inc. and our subsidiary Takedown Fight Media Inc., unless otherwise indicated.

Corporate Overview

Green Hygienics Holdings Inc. (the Company) was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. and issued 22,000,000 shares of common stock on June 12, 2008 for cash of $20,000. On June 30, 2010 the Company changed its name to Takedown Entertainment Inc and forward split its issued and authorized shares on the basis of five new shares for one old share (5:1) on the same date. On July 24, 2012 the Company changed its name to Green Hygienics Holdings Inc. and, on the same date, reverse split both its authorized and its issued and outstanding shares of common stock on a two thousand old for one new basis (1:2000) such that its authorized capital decreased from 375,000,000 to 187,500 shares of common stock. Subsequently the Company increased its authorized capital to 200,000,000 shares of common stock.

During the years 2009 thru 2012 the Company was involved in the acquisition, production, licensing, marketing and distribution of mixed martial arts (MMA) content, programming and merchandising for North American and International markets. Due to a lack of funding the Company was never able to close asset acquisition agreements.

The Company has no current intention of disposing of its mixed martial arts “Takedown" business. However, the Company has been unable to raise additional capital to further the business and has been looking at all opportunities to maintain and enhance shareholder value, which may include a possible disposition of its current operations and/or entering into a potential business combination. The Company has been in negotiations with one potential business combination candidate. However, no definitive agreements have yet been entered into and there can be no assurances that a definitive agreement will be entered into or that a subsequent transaction will be closed.

We anticipate that we will incur $50,000 for administrative expenses, including professional legal and accounting expenses associated with compliance with our periodic reporting requirements over the next twelve months, and approximately $10,000 per month to continue with our business development. We had $1,585 in cash reserves as of the period ended January 31, 2013.

We are contemplating raising additional capital to finance our business operations. No final decisions regarding financing have been made at this time. It is anticipated that funding for the Company will come from one or more of the following means: engaging in an offering of our stock; engaging in borrowing; locating a joint venture partner or partners.

Plan of Operation

It is anticipated that funding for our MMA projects will come from one or more of the following: engaging in an offering of our stock; engaging in borrowing; locating a joint venture partner or partners.

We had $1,585 in cash on hand as of January 31, 2013. This cash balance is insufficient to fund our levels of operations for the next twelve months. As a result we will be forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated minimal revenue to date. Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated sufficient revenues and no revenues are anticipated until we begin meeting the objectives of our business plan. There is no assurance we will ever reach that stage.

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Results of Operations

	January 31, 2013			July 31, 2012
Current Assets	$	1,585		$	0
Total Assets	$	1,585		$	0
Current Liabilities	$	643,460		$	612,744
Total Liabilities	$	643,460		$	612,744
Stockholders' Equity (Deficiency)	$	(641,875	)	$	(612,744	)

Lack of Revenues

We have limited operational history. From our inception on June 12, 2008 to January 31, 2013 we have generated only nominal revenues.

Expenses

Our expenses for the three months ended January 31, 2013 were $34,101compared to $338,807 during the same period in 2012. Our expenses for the six months ended January 31, 2013 were $95,931 compared to $827,842 during the same period in 2012. The reason for our increase in expenses during 2012 was the initiation of our business operations upon undertaking our new business focus. The reason for our decrease in expenses during 2013 was the slowdown of our business plans and corresponding reduction in our expenditures to develop our business operations and our business focus.

Net Loss

Our net loss for the three months ended January 31, 2013 was $37,558 compared to $338,807 during the same period in 2012. Our net loss for the six months ended January 31, 2013 was $102,845 compared to $747,059 during the same period in 2012. The reason for our decrease in net loss was the slowdown in our business development upon undertaking our new business focus and our inability to raise sufficient funds to complete our business plan. Our net loss was greater than our expenses due interest accrued on our debt.

Liquidity and Capital Resources

We had $1,585 in cash on hand as of January 31, 2013. This cash balance is insufficient to fund our levels of operations for the next twelve months. The Company has incurred a net loss of $2,341,968 for the period from June 12, 2008 (inception) to January 31, 2013 and has generated minimal revenues. The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions.

We are contemplating raising additional capital to finance our business plans. There can be no assurance that we will be able to raise the required financing.

During the three months ended October 31, 2012 we issued 14,000 shares of common stock for Directors’ services fairly valued at a market value of $16,800.

We estimate that our expenses over the next 12 months will be approximately $170,000 as described in the table below. These estimates may change significantly depending on the performance of our products in the marketplace and our ability to raise capital from shareholders or other sources.

Description	Estimated Completion Date	Estimated Expenses ($)
Business Development	12 months		120,000
General and administrative expenses	12 months		50,000
Total			170,000

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.

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FUTURE FINANCINGS

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $170,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Fair Value of Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritize the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Our company's financial instruments consist principally of cash and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Basic and Diluted Net Loss Per Common Share

Our company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.

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Stock Based Compensation

Our company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires our company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of January 31, 2013 we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2013 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

- August 31, 2012: 14,000 shares of common stock were issued for Directors’ services fairly valued at market value of $16,800. These shares were issued pursuant to an exemption from registration requirements relying on Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None

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Item 6. Exhibits

Exhibit Number	Description
(3)	(i) Articles of Incorporation; (ii) By-laws
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
3.2	By-laws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
3.3	Certificate of Amendment (Incorporated by reference to our Current Report on Form 8-K filed on July 1, 2010).
(10)	Material Contracts
10.1	Convertible Loan Agreement dated January 31, 2011 between our company and Triumph Capital Inc. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.2	Director Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
10.3	Consulting Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
10.4	Advertising Agreement dated May 12, 2011 between our company and Dr. Diego Allende (Incorporated by reference to our Current Report on Form 8-K filed on May 12, 2011).
10.5	Consulting Agreement dated August 11, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on August 18, 2011).
10.6	Share Cancellation Agreement dated August 30, 2011 between our company and Peter Wudy (Incorporated by reference to our Current Report on Form 8-K filed on August 31, 2011).
10.7	Consulting Agreement dated September 7, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on September 23, 2011).
10.8	Stock Option Plan (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
10.9	Form of Stock Option Agreement (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
(21)	Subsidiaries of the Registrant
21.1	Takedown Fight Media Inc.
(31)	Section 1350 Certifications
31.1*	Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32)	Section 906 Certifications
32.1*	Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

101**	Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Green Hygienics Holdings Inc.

Date: February 28, 2013	By: /s/ David Ashby
	David Ashby, President, Chief Financial Officer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

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