Attached files

file filename
EX-32.1 - GREEN HYGIENICS HOLDINGS INC.ex32-1.htm
EX-31.1 - GREEN HYGIENICS HOLDINGS INC.ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(AMENDMENT NO. 1)
 
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended April 30, 2015
 
or
 
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 000-54338
 
 
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.)

1878 Camino Verde Lane, Las Vegas, NV 89119
(Address of principal executive offices) (Zip Code)

1-855-802-0299
(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. ☒  YES 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).   YES 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                                           
Accelerated filer                                
Non-accelerated filer                                                        
(Do not check if a smaller reporting company)     
Smaller reporting company              
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.   ☐ YES ☒ 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.  ☐ YES ☐ 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. 34,707,835 common shares issued and outstanding as of May 29, 2018
 


EXPLANATORY NOTE

The Company is filing this Amendment No. 1 on Form 10-Q (the “Amendment”) to our Quarterly Report on Form 10-Q/A for the quarter ended April 30, 2015 (the “Form 10-Q”), filed with the Securities and Exchange Commission on June 19, 2015 (the “Original Filing Date”) to restate the quarterly unaudited financial statements for the quarter ended April 30, 2015.
 
This amendment includes the unaudited financial statements for the quarter ended April 30, 2015. The original filing included unaudited management prepared financial statements that were not reviewed by the Company’s independent registered public accounting firm.
 
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment (No. 1 ) and are included as Exhibits 31.1 and 32.1 hereto.
 
Table of Contents
 
   
PART I - FINANCIAL INFORMATION
 
   
Item 1.  Financial Statements
3
   
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
10
   
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
13
   
Item 4.  Controls and Procedures
13
   
PART II - OTHER INFORMATION
 
   
Item 1.  Legal Proceedings
14
   
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
14
   
Item 3.  Defaults Upon Senior Securities
14
   
Item 4.  Mine Safety Disclosures
14
   
Item 5.  Other Information
14
   
Item 6.  Exhibits
14
   
SIGNATURES
16

 
2


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 April 30, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year.
 
GREEN HYGIENICS HOLDINGS INC.
Condensed Interim Financial Statements
April 30, 2015
(Expressed in U.S. dollars)
(unaudited)

 
Index
   
Condensed Interim Balance Sheets
4
Condensed Interim Statements of Operations and Comprehensive Loss
5
Condensed Interim Statements of Cash Flows
6
Notes to the Condensed Interim Financial Statements
7
 
 

3


GREEN HYGIENICS HOLDINGS INC.
Condensed Interim Balance Sheets
(Expressed in U.S. dollars)


   
April 30, 2015
$
   
July 31, 2014
$
 
   
(unaudited)
       
ASSETS
           
             
Current Assets
           
Cash
 
 
14,324
   
 
3,361
 
                 
Total Assets
   
14,324
     
3,361
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current Liabilities
               
Accounts payable and accrued liabilities (Notes 4 and 5)
   
83,986
     
224,731
 
Loans payable (Note 3)
   
382,900
     
130,250
 
Convertible debt, net of unamortized discount of $nil (2014 - $35,429) (Note 4)
   
     
8,924
 
Due to related parties (Note 5)
   
70,774
     
70,774
 
                 
Total Liabilities
   
537,660
     
434,679
 
                 
Nature of operations and continuance of business (Note 1)
               
Subsequent events (Note 6)
               
                 
Stockholder’s Deficit
               
Common stock, 375,000,000 shares authorized, $0.001 par value
               
57,835 shares issued and outstanding
   
58
     
58
 
Additional paid-in capital
   
12,016,022
     
12,016,022
 
Deficit
   
(12,539,416
)
   
(12,447,398
)
                 
Total Stockholder’s Deficit
   
(523,336
)
   
(431,318
)
                 
Total Liabilities and Stockholder’s Deficit
   
14,324
     
3,361
 




(The accompanying notes are an integral part of these condensed interim financial statements)
 
4


GREEN HYGIENICS HOLDINGS INC.
Condensed Interim Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
 

   
Three Months
Ended
April 30, 2015
$
   
Three Months
Ended
April 30, 2014
$
   
Nine Months
Ended
April 30, 2015
$
   
Nine Months
Ended
April 30, 2014
$
 
Expenses
                       
Consulting fees
 
 
10,000
   
 
28,551
   
 
11,873
   
 
128,750
 
General and administrative
   
9,189
     
(54,357
)
   
8,848
     
22,431
 
Management fees (Note 5)
   
     
36,406
     
     
1,758,858
 
Total Expenses
   
19,189
     
10,600
     
20,721
     
1,910,039
 
                                 
Loss Before Other Expenses
   
(19,189
)
   
(10,600
)
   
(20,721
)
   
(1,910,039
)
                                 
Other Expenses
                               
Interest expense
   
(26,536
)
   
(14,276
)
   
(71,297
)
   
(22,960
)
Loss on write-down of advances
   
     
(98,800
)
   
     
(248,800
)
Total Other Expenses
   
(26,536
)
   
(113,076
)
   
(71,297
)
   
(271,760
)
                                 
Net Loss and Comprehensive Loss
   
(45,725
)
   
(123,676
)
   
(92,018
)
   
(2,181,799
)
                                 
Net Loss Per Share, Basic and Diluted
   
(0.79
)
   
(2.21
)
   
(1.59
)
   
(41.96
)
                                 
Weighted Average Shares Outstanding
   
57,835
     
56,000
     
57,835
     
52,000
 



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

5


GREEN HYGIENICS HOLDINGS INC.
Condensed Interim Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)


   
Nine Months
Ended
April 30, 2015
$
   
Nine Months
Ended
April 30, 2014
$
 
Operating Activities
           
Net loss
 
 
(92,018
)
 
 
(2,181,799
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Accretion of discounts on convertible debt
   
35,429
     
 
Imputed interest
   
     
13,836
 
Interest expense from exchange of debt
   
21,810
     
 
Loss on settlement of accounts payable
   
     
556,922
 
Loss on write-down of advances
   
     
248,800
 
Stock-based compensation
   
     
1,325,885
 
Changes in operating assets and liabilities:
               
Accounts payable and accrued liabilities
   
15,742
     
15,807
 
Net Cash Used In Operating Activities
   
(19,037
)
   
(20,549
)
                 
Investing Activities
               
Advances for acquisition of assets
   
     
(248,800
)
Net Cash Used In Investing Activities
   
     
(248,800
)
                 
Financing Activities
               
Finders’ fees paid
   
     
(39,272
)
Proceeds from loan payable
   
30,000
     
 
Proceeds from related party loan
   
     
82,091
 
Repayment of related party loan
   
     
(3,060
)
Proceeds from stock issued
   
     
228,750
 
Net Cash Provided By Financing Activities
   
30,000
     
268,509
 
                 
Increase (Decrease) in Cash
   
10,963
     
(840
)
                 
Cash, Beginning of Period
   
3,361
     
4,324
 
                 
Cash, End of Period
   
14,324
     
4,384
 
                 
Supplemental Disclosures:
               
Interest paid
   
     
 
Income taxes paid
   
     
 




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


6

GREEN HYGIENICS HOLDINGS INC.
Notes to the Condensed Interim Financial Statements
April 30, 2015
(Expressed in U.S. dollars)
(unaudited)


1. Nature of Operations and Continuance of Business

The accompanying condensed interim financial statements of Green Hygienics Holdings Inc. (the “Company”) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of these condensed interim financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

These condensed interim financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at April 30, 2015, the Company has a working capital deficiency of $523,336 and has an accumulated deficit of $12,539,416 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

These condensed interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.

(b) Reclassifications

Certain of the prior period amounts have been reclassified to conform to the current period’s presentation.

(c) 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.

3. Loans Payable

(a) As at April 30, 2015, the Company owes $18,750 (July 31, 2014 - $105,250) to a non-related party, which is non-interest bearing, unsecured, and due on demand.

(b) As at April 30, 2015, the Company owes $nil (July 31, 2014 - $25,000) to a non-related party, which is non-interest bearing, unsecured, and due on demand.

(c) As at April 30, 2015, the Company owes $30,000 (July 31, 2014 - $nil) to a non-related party, which is non-interest bearing, unsecured, and due on demand.

(d) On April 15, 2015, the Company issued a promissory note to a non-related party for $189,150 to settle convertible debt of $155,853 and accrued interest of $33,297. Refer to Notes 4(a), (b), (c), and (d). The note bears interest at 5% per annum, is unsecured, and is due on October 15, 2015. In the event of default, the holder may convert the unpaid amount of principal and accrued interest at a price of $0.01 per share of the Company’s common stock.

(e) On April 15, 2015, the Company issued a promissory note to a non-related party for $145,000. The note bears interest at 5% per annum, is unsecured, and is due on October 15, 2015. In the event of default, the holder may convert the unpaid amount of principal and accrued interest at a price of $0.01 per share of the Company’s common stock.
 
7

GREEN HYGIENICS HOLDINGS INC.
Notes to the Condensed Interim Financial Statements
April 30, 2015
(Expressed in U.S. dollars)
(unaudited)


4. Convertible Debt

(a) On August 11, 2014, the Company issued a convertible note for $86,500 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on August 11, 2015. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option at a price of $0.00125 per share of the Company’s common stock. In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company determined that the convertible promissory note contained no embedded beneficial conversion feature as the convertible promissory note was issued with a conversion price higher than the fair market value of the Company’s shares of common stock at the time of issuance. The note was settled through the issuance of a promissory note. Refer to Note 3(d).

(b) On August 11, 2014, the Company issued a convertible note for $25,000 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on August 11, 2015. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option at a price of $0.00125 per share of the Company’s common stock. In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company determined that the convertible promissory note contained no embedded beneficial conversion feature as the convertible promissory note was issued with a conversion price higher than the fair market value of the Company’s shares of common stock at the time of issuance. The note was settled through the issuance of a promissory note. Refer to Note 3(d).

(c) On December 17, 2013, the Company issued a convertible note for $24,853 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on December 17, 2014. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option at a price of $0.00125 per share of the Company’s common stock.

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,583 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the nine months ended April 30, 2015, the Company accreted $19,240 (2014 - $5,343) of the debt discount which was recorded as interest expense. The note was settled through the issuance of a promissory note. Refer to Note 3(d). As at April 30, 2015, the carrying value of the convertible note was $nil (July 31, 2014 - $5,343).

(d) On December 31, 2013, the Company issued a convertible note for $19,500 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on December 31, 2014. The unpaid amount of principal and accrued interest can be converted at any time at the holder’s option at a price of $0.00125 per share of the Company’s common stock.

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $19,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the nine months ended April 30, 2015, the Company accreted $15,919 (2014 - $3,581) of the debt discount which was recorded as interest expense. The note was settled through the issuance of a promissory note. Refer to Note 3(d). As at April 30, 2015, the carrying value of the convertible note was $nil (2014 - $3,581).

5. Related Party Transactions

(a) During the nine months ended April 30, 2015, the Company incurred $nil (2014 - $62,000) in management fees and $nil (2014 - $15,889) in consulting fees to the President and Chief Executive Officer (“CEO”) of the Company.

(b) On July 31, 2014, the Company issued a promissory note for $70,774 to the President and CEO of the Company. The note bears interest at 5% per annum, is unsecured, and is due on demand. In the event of default, the holder may convert the unpaid amount of principal and accrued interest at a price of $0.003 per share of the Company’s common stock. As at April 30, 2015, the note has a principal amount outstanding of $70,774 (July 31, 2014 - $70,774) and accrued interest of $2,654 (July 31, 2014 - $nil) which has been included in accounts payable and accrued liabilities.

6. Subsequent Events

(a) On June 1, 2015, the Company completed a 200-for-1 reverse split of its common stock. All share amounts have been retroactively restated for all periods presented.

(b) On June 3, 2015, the Company issued 30,000,000 shares of common stock to settle debt of $334,150.
 

8

GREEN HYGIENICS HOLDINGS INC.
Notes to the Condensed Interim Financial Statements
April 30, 2015
(Expressed in U.S. dollars)
(unaudited)


6. Subsequent Events (continued)

(c) On June 22, 2015, the Company issued 1,500,000 shares of common stock to settle $4,500 owing to the former President and CEO of the Company. Refer to Note 5(b).

(d) On July 7, 2015, the Company issued 50,000 shares of common stock to settle $150 owing to the former President and CEO of the Company. Refer to Note 5(b).

(e) On July 20, 2015, the Company issued 1,500,000 shares of common stock to settle $4,500 owing to the former President and CEO of the Company. Refer to Note 5(b).

(f) On August 24, 2015, the Company issued 1,600,000 shares of common stock settle $4,800 owing to the former President and CEO of the Company. Refer to Note 5(b)
 
 
9


 
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.  On June 30, 2010, the Company changed its name to Takedown Entertainment Inc. On July 24, 2012, the Company changed its name to Green Hygienics Holdings Inc.
 
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.

During the year ended July 31, 2014, the Company has made additional trips to Fortaleza in the state of Ceara, Brazil in the furtherance of its Clean Technology Solutions and secured the option to acquire twelve 2 megawatt wind turbines. We have established and continue to advance relationships with local (Brazil) entrepreneurs and businesses with the intention of establishing a wholesale distribution company for cleantech products and to supply or look at building wind and solar farms for power generation. The option holder of the turbines has not met the terms of the Option to Purchase Agreement and the Company and consequently the Company has not proceeded in this business at this time.
 
The Company has ceased its continued to support the advancement to commercialization of the Aartha redux flow battery and has expensed its investment in this option and is now focused on pursuing alternative energy and other environmentally friendly ventures.

Results of Operations

   
Nine Months Ended
       
Expenses
 
April 30, 2015
$
   
April 30, 2014
$
   
Change
$
 
                   
Consulting fees
 
 
(11,873
)
 
 
(128,750
)
 
 
116,877
 
General and administrative
   
(8,848
)
   
(22,431
)
   
13,583
 
Management fees
   
     
(1,758,858
)
   
1,758,858
 
Interest expense
   
(71,297
)
   
(22,960
)
   
(48,337
)
Loss on write-down of advances
   
     
(248,800
)
   
248,800
 
Net loss for the period
   
(92,018
)
   
(2,181,799
)
   
2,089,781
 
 

 
10



 
   
Three Months Ended
       
Expenses
 
April 30, 2015
$
   
April 30, 2014
$
   
Change
$
 
                   
Consulting fees
 
 
(10,000
)
 
 
(28,551
)
 
 
18,551
 
General and administrative
   
(9,189
)
   
54,357
     
(63,546
)
Management fees
   
     
(36,406
)
   
36,406
 
Interest expense
   
(26,536
)
   
(14,276
)
   
(12,260
)
Loss on write-down of advances
   
     
(98,800
)
   
98,800
 
Net loss for the period
   
(45,725
)
   
(123,676
)
   
77,951
 
 
Lack of Revenues

We have limited operational history. From our inception on June 12, 2008 to April 30, 2015 we have generated only nominal revenues, insufficient to meet our financing needs.

Expenses

Our expenses for the three months ended April 30, 2015 were $19,189 compared to $10,600 during the same period in 2014.  The increase in expenses was due to a recovery of general and administrative costs during the same period in 2014, as we had more operations during the three months ended April 30, 2014 compared to the current period.

Our expenses for the nine months ended April 30, 2015 were $20,721 compared to $1,910,039 during the same period in 2014.  The decrease was due to the fair value of the issuance of 1,000,000 common shares issued to a director of our Company with a fair value of $1,758,858 in fiscal 2014 as well as the fact that there were more operating activity in fiscal 2014 compared to fiscal 2015.   
 
Net Loss

Our net loss for the three months ended April 30, 2015 was $45,725 compared to a net loss of $123,676 during the same period in 2014.  In addition to operating expenses, the Company wrote off advances made of $98,800 during fiscal 2014.

Our net loss for the nine months ended April 30, 2015 was $92,018 compared to a net loss of $2,181,799 during the same period in 2014.  In addition to the operating expenses, the Company also wrote off advances made of $248,800 during fiscal 2014.

Liquidity and Capital Resources

Working Capital
  
 
 
April 30, 2015
$
   
July 31, 2014
$
 
                 
Current Assets
 
 
14,324
   
 
3,361
 
Current Liabilities
   
537,660
     
434,679
 
Working Capital (Deficit)
   
(523,336
)
   
(431,318
)
 
Cash Flows
 
 
 
Nine Months
Ended
April 30, 2015
$
   
Nine Months
Ended
April 30, 2014
$
 
                 
Net cash used in operating activities
 
 
(19,037
)
 
 
(20,549
)
Net cash used in investing activities
   
     
(248,800
)
Net cash provided by financing activities
   
30,000
     
268,509
 
Net change in cash
   
10,963
     
(840
)

We had $14,324 of cash on hand as of April 30, 2015, with current liabilities of $537,660 and a working capital deficit of $523,336. As at July 31, 2014, the Company had cash of $3,361, current liabilities of $434,679, and a working capital deficit of $431,318.  The increase in the working capital deficit was due to issuance of loans payable which was used to pay down outstanding obligations and convertible debentures as well as operating costs incurred during the period.
 
11


 
This cash balance is insufficient to fund our levels of operations for the next twelve months.

During the nine months ended April 30, 2015, we have raised $30,000 in proceeds from loans payable which was used on operating activities totalling $19,037. During the nine months ended April 30, 2014, we expended $20,549 on operating activities, and made advances of $248,800 for acquisition of assets which was financed by issuance of common shares for $228,750, proceeds from issuance of a related party loan of $82,091 which was offset by payment of finders’ fees of $39,272, and repayments on a related party loan of $3,060.

The Company has incurred a net loss of $12,539,416 for the period from June 12, 2008 (inception) to April 30, 2015 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 continuing to raise capital to finance our business plans. There can be no assurance that we will be successful in raising the required financing. Our position to obtain financing has been enhanced with the support of one of our principle shareholders. The Company now has the exclusive option to purchase twelve unused 2 megawatt wind turbines at a substantial discount to market.

We estimate that our expenses over the next 12 months will be approximately $220,000 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
   
100,000
 
Total
 
 
   
220,000
 
 
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financings by way of private placements, public offering and convertible debentures which we are working on.  We currently do not have any arrangements in place to complete sufficient financings and there is no assurance that we will be successful in completing any financings on terms that will be acceptable to us.  We may not raise sufficient funds to fully carry out our business plan.
 
Future Financings
 
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $220,000 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 and to exercise the wind turbine option. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations, exercise the wind turbine option 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.
 
12


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 fair value of stock-based compensation and 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.

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 April 30, 2015 we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (who is 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 April 30, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
Saturna Group Chartered Professional Accountants LLP, our independent registered public accounting firm, is not required to and has not provided an assessment over the design or effectiveness of our internal controls over financial reporting.
 
13


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
 
None
 
Item 3. Defaults Upon Senior Securities

None.
 
Item 4. Mine Safety Disclosures

None.
 
Item 5. Other Information

None
 
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).
 
 
14


 
 
(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
 
15


 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
GREEN HYGIENICS HOLDINGS INC.
 
 (Registrant)
 
 
 
 
Date: June 7, 2018
/s/ Ron Loudoun
 
 
Ron Loudoun
 
President, Chief Executive Officer, Chief Financial Officer,
 
Secretary and Treasurer Director
 
(Principal Executive Officer, Principal Financial Officer
 
and Principal Accounting Officer)
 
 
16