Attached files
file | filename |
---|---|
EX-32.1 - Lord Global Corp | ex32-1.htm |
EX-31.1 - Lord Global Corp | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2019
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-36877
Bigfoot Project Investments Inc.
(Exact name of registrant as specified in its charter)
Nevada | 45-3942184 | |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
4041 East Sunset Blvd, Henderson, NV | 89014 | |
(Address of principal executive offices) | (Zip Code) |
(816) 304-2686
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 [X] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | Smaller reporting company [X] |
Non-accelerated filer [ ] | Emerging growth company [ ] |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The number of shares of Common Stock, $0.001 par value, outstanding on December 30, 2019 was 8,796,721,903 shares.
EXPLANATORY NOTE: The Company’s previously issued financial statements contained in the Company’s report on Form 10-Q for the quarterly period ended October 31, 2019 (“Quarterly Report”) filed on December 26, 2019 were not reviewed by the Company’s independent registered public accounting firm in accordance with the rules and regulations of the Securities and Exchange Commission and thus are deemed substantially deficient. Therefore, the Company is filing this amended 10Q with the reviewed numbers.
BIGFOOT PROJECT INVESTMENTS INC.
QUARTERLY PERIOD ENDED OCTOBER 31, 2018
Index to Report on Form 10-Q
Page No. | ||
PART I - FINANCIAL INFORMATION | ||
Item 1. | Consolidated Financial Statements | 3 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
Item 4T. | Controls and Procedures | 18 |
PART II - OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 19 |
Item1A. | Risk Factors | 19 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
Item 3. | Defaults Upon Senior Securities | 19 |
Item 4. | Mine Safety Disclosures | 19 |
Item 5. | Other Information | 19 |
Item 6. | Exhibits | 19 |
Signature | 20 |
2 |
PART I – FINANCIAL INFORMATION
BIGFOOT PROJECT INVESTMENTS, INC.
Consolidated Balance Sheets
As of October 31, 2019, and July 31, 2019
(Unaudited)
October 31, 2019 | July 31, 2019 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 462 | $ | 485 | ||||
Total current assets | 462 | 485 | ||||||
Fixed Assets | ||||||||
Equipment, net | 1,070 | 1,181 | ||||||
Total Fixed Assets | 1,070 | 1,181 | ||||||
Other Assets | ||||||||
Website Development | 5,500 | 5,500 | ||||||
Accumulated Amortization | (5,500 | ) | (5,500 | ) | ||||
Total Other Assets | - | - | ||||||
Total Assets | $ | 1,532 | $ | 1,666 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities | ||||||||
Accounts Payable | $ | 300,229 | $ | 292,739 | ||||
Advance from shareholders | 70,283 | 75,135 | ||||||
Accrued Interest | 90,130 | 88,640 | ||||||
Convertible Debt (net of unamortized discount) | 98,751 | 97,153 | ||||||
Derivative Liability | 250,236 | 224,809 | ||||||
Promissory note - related party | 376,438 | 435,894 | ||||||
Total current liabilities | 1,186,067 | 1,214,370 | ||||||
Total Liabilities | 1,186,067 | 1,214,370 | ||||||
Series A Convertible Preferred stock, $0.001 par value; 500,000,000 shares authorized, 500,000,000 and 0 shares issued and outstanding as of October 31, 2019 and July 31, 2019, respectively (Liquidation value of $500,000 as of October 31, 2019) | 1,200,000 | - | ||||||
Stockholders’ deficit | ||||||||
Common stock, $0.001 par value; 19,500,000,000 shares authorized, 4,853,112,943 and 4,433,279,043 issued and outstanding as of October 31, 2019 and July 31, 2019, respectively | 4,853,113 | 4,433,279 | ||||||
Additional paid in capital | 4,802,889 | 5,190,011 | ||||||
Accumulated deficit | (12,040,537 | ) | (10,835,994 | ) | ||||
Total stockholders’ deficit | (2,384,535 | ) | (1,212,704 | ) | ||||
Total liabilities & stockholders’ deficit | $ | 1,532 | $ | 1,666 |
See accompanying notes to unaudited consolidated financial statements
3 |
BIGFOOT PROJECT INVESTMENTS, INC.
Consolidated Statements of Operations (Unaudited)
Three Months Ended October 31, 2019 | Three Months Ended October 31, 2018 | |||||||
Revenue | $ | 438 | $ | 263 | ||||
Operating expenses: | ||||||||
Professional fees | 11,698 | 72,577 | ||||||
Expedition expense | - | 13,233 | ||||||
General and administrative | 1,081,680 | 5,738 | ||||||
Total operating expenses | 1,093,378 | 91,548 | ||||||
Net loss from operations | (1,092,940 | ) | (91,285 | ) | ||||
Other Income (Expense) | ||||||||
Gain (loss) on settlement of debt | (70,000 | ) | 15,042 | |||||
Derivative gain (loss) | (22,421 | ) | 169,549 | |||||
Interest expense | (19,182 | ) | (47,684 | ) | ||||
Total Other Income (Expense) | (111,603 | ) | 136,907 | |||||
Net income (loss) | $ | (1,204,543 | ) | $ | 45,622 | |||
Basic income (loss) per common share | $ | (0.00 | ) | $ | 0.00 | |||
Diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted average common shares outstanding - basic | 4,770,420,635 | 2,256,803,690 | ||||||
Weighted average common shares outstanding - diluted | 4,770,420,635 | 3,677,126,944 |
See accompanying notes to unaudited consolidated financial statements
4 |
BIGFOOT PROJECT INVESTMENTS, INC.
Consolidated Statements of Cash Flows (Unaudited)
Three
Months Ended October 31, 2019 | Three
Months Ended October 31, 2018 | |||||||
Cash flow from operating activities: | ||||||||
Net income (loss) | $ | (1,204,543 | ) | $ | 45,622 | |||
Adjustment to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Stock based compensation | 1,080,000 | 8,647 | ||||||
(Gain) loss on derivative liability | 22,421 | (169,549 | ) | |||||
Amortization of debt discount | 11,290 | 27,148 | ||||||
Depreciation | 111 | 443 | ||||||
(Gain) loss on settlement of debt | 70,000 | (15,042 | ) | |||||
Debt penalties | - | 15,364 | ||||||
Change in operating liabilities: | ||||||||
Accounts Payable | 7,490 | 38,385 | ||||||
Accrued Interest | 7,516 | 4,724 | ||||||
Net cash used in operating activities | (5,715 | ) | (44,258 | ) | ||||
Cash flow from investing activities | ||||||||
Cash Paid for Purchases of Fixed Assets | - | - | ||||||
Net cash used in investing activities | - | - | ||||||
Cash flow from financing activities | ||||||||
Proceeds for Advances from shareholders | 1,159 | 4,759 | ||||||
Payments on Advances from shareholders | (6,011 | ) | (36,284 | ) | ||||
Payments on Promissory Note | (9,456 | ) | (36,476 | ) | ||||
Proceeds from Convertible Notes | 20,000 | 127,000 | ||||||
Net cash provided by financing activities | 5,692 | 58,999 | ||||||
Net increase (decrease) in cash | (23 | ) | 14,741 | |||||
Cash at beginning of period | 485 | 587 | ||||||
Cash at end of period | $ | 462 | $ | 15,328 | ||||
Supplemental Cash Flow Information: | ||||||||
Cash paid for income taxes | $ | - | - | |||||
Cash paid for interest expense | $ | - | - | |||||
Non-cash Transactions | ||||||||
Common stock issued for debt conversion | $ | 15,718 | 13,599 | |||||
Preferred stock issued for settlement of debt | $ | 50,000 | - | |||||
Settlement of derivative liability | $ | 16,994 | 59,079 | |||||
Recognition of derivative debt discount | $ | 20,000 | 115,000 |
See accompanying notes to unaudited consolidated financial statements
5 |
BIGFOOT PROJECT INVESTMENTS, INC.
Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)
Common Stock | Additional Paid-in |
Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance, July 31, 2019 | 4,433,279,043 | $ | 4,433,279 | $ | 5,190,011 | $ | (10,835,994 | ) | $ | (1,212,704 | ) | |||||||||
Stock Issued for Services | - | - | - | - | - | |||||||||||||||
Stock Issued for conversion of debt | 419,833,900 | 419,834 | (404,116 | ) | - | 15,718 | ||||||||||||||
Settlement of derivative liability | - | - | 16,994 | - | 16,994 | |||||||||||||||
Net loss for the period | - | - | - | (1,204,543 | ) | (1,204,543 | ) | |||||||||||||
Balance, October 31, 2019 | 4,853,112,943 | $ | 4,853,113 | $ | 4,802,889 | $ | (12,040,537 | ) | $ | (2,384,535 | ) |
See accompanying notes to unaudited consolidated financial statements
6 |
BIGFOOT PROJECT INVESTMENTS, INC.
Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)
Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance, July 31, 2018 | 2,159,215,077 | $ | 2,159,215 | $ | 7,044,400 | $ | (10,345,279 | ) | $ | (1,141,664 | ) | |||||||||
Stock Issued for Services | 21,618,534 | 21,619 | (12,972 | ) | - | 8,647 | ||||||||||||||
Stock Issued for conversion of debt | 110,289,820 | 110,290 | (96,691 | ) | - | 13,599 | ||||||||||||||
Settlement of derivative liability | - | - | 59,079 | - | 59,079 | |||||||||||||||
Net income for the period | - | - | - | 45,622 | 45,622 | |||||||||||||||
Balance, October 31, 2018 | 2,291,123,431 | $ | 2,291,124 | $ | 6,993,816 | $ | (10,299,657 | ) | $ | (1,014,717 | ) |
See accompanying notes to unaudited consolidated financial statements
7 |
BIGFOOT PROJECT INVESTMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Nature of Business and Trade Name
Bigfoot Project Investments Inc. (“we”, “our” the “Company”) was incorporated in the State of Nevada on November 30, 2011. The Company’s administrative office is located at 570 El Camino Real NR-150, Redwood City, CA and its fiscal year ended July 31. Since inception, the Company has been engaged in organizational efforts and the pursuit of financing. The Company was established as an entertainment investment business.
The Company’s mission is to create exciting and interesting proprietary investment projects, entertainment properties surrounding the mythology, research, and potential capture of the creature known as Bigfoot. The Company performs research in determining the existence of this elusive creature. For the past six years the research team, members of management have performed research on various expeditions investigating sightings throughout the United States and Canada.
The Company’s competitive advantage is the in-house knowledge and the advanced level of maturity of its various projects developed and currently owned by our officers and controlling shareholder. The Company will capitalize on the current projects through contractual agreements which allow the Company to continue to create media properties and establish physical locations, partnerships, and strategic alliances with other organizations to create revenue as a stand-alone business.
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. Operating results and cash flows for interim periods are not necessarily indicative of the results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our 10-K for the year ended July 31, 2019 filed on SEC website on December 9, 2019.
Revenue Recognition
The Company accounts for revenues according to ASC Topic 606, “Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The new standard’s core principal is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring good or services to a customer. The principals in the standard are applied in five steps:
1) Identify the contract(s) with a customer;
2) Identify the performance obligations in the contract;
3) Determine the transaction price;
4) Allocate the transaction price to the performance obligations in the contract; and
5) Recognize revenue when (or as) the entity satisfies a performance obligation.
During the three months ended October 31, 2019 and 2018, the Company’s revenues were primarily made up of revenue generated from our online streaming distributor. The Company generated revenues from contracted sources of $438 and $263 for the three months ended October 31, 2019 and 2018, respectively.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates.
Fair value of financial instruments
The carrying value of cash, accounts receivable, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.
8 |
BIGFOOT PROJECT INVESTMENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
● | Level 1 - | Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. |
● | Level 2 - | Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. |
● | Level 3 - | Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. |
The following tables present the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of October 31, 2019 and July 31, 2019:
As of July 31, 2019 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||||
Embedded conversion derivative liability | $ | 177,746 | $ | - | $ | - | $ | 177,746 | ||||||||
Warrant derivative liability | 47,063 | - | 47,063 | |||||||||||||
Total as of July 31, 2019 | $ | 224,809 | $ | - | $ | - | $ | 224,809 |
As of October 31, 2019 | ||||||||||||||||
Embedded conversion derivative liability | $ | 203,173 | $ | - | $ | - | $ | 203,173 | ||||||||
Warrant derivative liability | 47,063 | - | - | 47,063 | ||||||||||||
Total as of October 31, 2019 | $ | 250,236 | $ | - | $ | - | $ | 250,236 |
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:
Balance at July 31, 2018 | $ | 351,492 | ||
Fair value of derivative liability at issuance charged to debt discount | 115,000 | |||
Fair value of derivative liability at issuance charged to derivative loss | 101,164 | |||
Reclass to equity due to conversion | (59,079 | ) | ||
Write-off of derivative liability due to settlement | (57,248 | ) | ||
Unrealized derivative gain included in other expense | (213,465 | ) | ||
Balance at October 31, 2018 | $ | 237,864 | ||
Balance at July 31, 2019 | $ | 224,809 | ||
Fair value of derivative liability at issuance charged to debt discount | 20,000 | |||
Fair value of derivative liability at issuance charged to derivative loss | 22,518 | |||
Reclass to equity due to conversion | (16,994 | ) | ||
Unrealized derivative gain included in other expense | (97 | ) | ||
Balance at October 31, 2019 | $ | 250,236 |
The Company evaluated its convertible notes to determine if the embedded component of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The Company determined that due to the variable number of common stock that the notes convert to, the embedded conversion option were required to be bifurcated and accounted for as a derivative liability. The fair value of the derivative liability is calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liability are recorded in other income (expense) in the consolidated statements of operations. Upon conversion of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.
The Company’s derivative instruments were valued using the Lattice model (for convertible notes) based on a probability weighted discounted cash flow model, and the Montel Carlo model (for tainted warrants) based on a multipath random event model. For the three months ended October 31, 2019, assumptions used in the valuation include the following: a) underlying stock price ranging from $0.00009 to $0.00010; b) projected discount on the conversion price ranging from 40% to 58% with the notes effectively converting at discounts in the range of 56.34% to 72.65%; c) projected volatility of 309.5% to 479.8%; d) probabilities related to default and redemption of the notes during the term of the notes.
The Company’s derivative instruments were valued using the Lattice model which was based on a probability weighted discounted cash flow model. For the three months ended October 31, 2018, assumptions used in the valuation include the following: a) underlying stock price ranging from $0.0016 to $0.0004; b) projected discount on the conversion price ranging from 50% to 35% and 62% with the notes effectively converting at discounts in the range of 26.75% to 58.0%; c) projected volatility of 324.7% to 434.5%; and d) probabilities related to default and redemption of the notes during the term of the notes.
The Company has considered the provisions of ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in each debenture could result in the note principal being converted to a variable number of the Company’s common shares.
9 |
BIGFOOT PROJECT INVESTMENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basic and Diluted Earnings per Share
Basic earnings per share are based on the weighted-average number of shares of common stock outstanding.
The FASB ASC Topic 260, “Earnings per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution.
Diluted earnings per share are based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
We calculate basic earnings (loss) per share by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding stock options, stock warrants and other commitments to issue common stock, including shares issuable upon the conversion of convertible notes outstanding, except where the impact would be anti-dilutive.
The following is a reconciliation of basic and diluted earnings per share for the three months ended October 31, 2019 and 2018:
Period Ended October 31, 2019 | Period Ended October 31, 2018 | |||||||
Numerator: | ||||||||
Net income (loss) available to common shareholders | $ | (1,204,543 | ) | $ | 45,622 | |||
Net income (loss) available to common shareholders adjusted for potential impact of the conversion of convertible notes outstanding | $ | (1,204,543 | ) | (81,415 | ) | |||
Denominator: | ||||||||
Weighted average common shares outstanding – basic | 4,770,420,635 | 2,256,803,690 | ||||||
Plus: Incremental shares from convertible debt | - | 1,420,323,254 | ||||||
Weighted average common shares outstanding - diluted | 4,770,420,635 | 3,677,126,944 | ||||||
Net income (loss) per common share – basic | $ | (0.00 | ) | $ | 0.00 | |||
Net loss per common share – diluted | $ | (0.00 | ) | $ | (0.00 | ) |
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which affects any entity that enters into a lease (as that term is defined in ASU 2016-02), with some specified scope exceptions. The main difference between the guidance in ASU 2016-02 and current GAAP is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. The Company adopted Topic 842 on August 1, 2019. The adoption of Topic 842 did not have any impact on the company’s financial statements.
NOTE 2 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of American applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred recurring losses, does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These factors raise substantial doubt about our ability to continue as a going concern.
In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the SEC, and payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operation and growth. Management may raise additional capital by future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern
10 |
BIGFOOT PROJECT INVESTMENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 3 – ADVANCE FROM SHAREHOLDERS
In the quarter ended October 31, 2018, additional advances from shareholders were received in the amount of $4,759. The Company made payments on these advances amounting to $36,284. These advances bear no interest and are due on demand. The total advances from shareholders as of October 31, 2018 were $25,999.
In the quarter ended October 31, 2019, additional advances from shareholders were received in the amount of $1,159. The Company made payments on these advances amounting to $6,011. These advances bear no interest and are due on demand. The total advances from shareholders as of July 31, 2019 were $75,135 and as of October 31, 2019 were $70,283.
NOTE 4 – NOTE PAYABLE – RELATED PARTY
In January 2013, Bigfoot Project Investments, Inc. executed a promissory note in the amount of $484,029 as part of the asset transfer agreement for the transfer of all assets held by Searching for Bigfoot, Inc. In August 2013, the Company increased the balance of the promissory note by $489 to add an asset that was not included in the original transfer. The note is subject to annual interest of 4%. The unpaid principal and the accrued interest are payable in full on January 31, 2018.
The holder of the note has agreed to allow the note to be renewed for another year making the current maturity date, January 31, 2020. The Company was able to pay $36,476 toward the principal of the loan during the period ended October 31, 2018. The Company was able to pay $9,456 towards the principal of the loan during the period ended October 31, 2019. The Company also issued 50,000,000 shares of Series A Convertible Preferred stock in exchange for $50,000 of principal on the note. As of October 31, 2019, and July 31, 2019, the outstanding balance on the note was $376,438 and $435,894, respectively.
Interest expense for the three months ended October 31, 2019 and 2018 was $4,724 and $4,724, respectively.
NOTE 5 – EQUITY
Common stock
The holders of the Company’s common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.
The Company has 4,853,112,943 and 4,433,279,043 shares of common stock issued and outstanding as of October 31, 2019 and July 31, 2019, respectively.
During the three months ended October 31, 2019, the Board of Directors with the consent of majority shareholders authorized an increase in the authorized stock to 500,000,000 shares Preferred Series A and 19,500,000,000 shares common stock.
During the three months ended October 31, 2019, Auctus Fund LLC (“Auctus Fund”) issued a conversion notice for the loan executed on August 1, 2018 to the Company for 204,833,900 shares of common stock for a principal reduction of $2,917, interest of $4,776 and fees of $500.
During the three months ended October 31, 2019, Crown Bridge Partners Fund LLC issued a conversion notice for the loan executed February 25, 2019 to the Company for 215,000,000 shares of common stock for a principal reduction of $6,775 and fees of $750.
During the three months ended October 31, 2018, the Company reserved 21,618,534 shares of common stock for Veyo Partners per the consulting agreement dated November 30, 2017. Fair value of the shares reserved as of October 31, 2018 is $8,647.
During the three months ended October 31, 2018, the Company issued to Auctus Fund 110,289,820 shares of common stock to convert the principal amount due of $3,516 and settlement of unpaid interest of $83 and penalty of $10,000.
Warrants
On February 25, 2019, the Company also issued Crown Bridge Partners LLC a Common Stock Purchase Warrant for 18,857,142 shares of common stock. The warrants have an exercise price of $0.0035 per share and expiration date of February 25, 2024. These warrants were tainted by the variable notes and the fair value of $47,063 was accounted for as a derivative liability in accordance with ASC 815. During the three months ended October 31, 2019, no warrants were granted, forfeited, expired or cancelled. As of October 31, 2019, there were 18,857,142 warrants outstanding with a weighted average exercise price of $0.0035, a weighted average remaining of 4.3 years and intrinsic value of zero.
11 |
Series A Convertible Preferred Stock
On October 31, 2019, pursuant to the Certificate of Designation, the Company authorized 500,000,000 shares of the Series A Convertible Preferred Stock, which shall be convertible into shares of common stock of the Company at the option of the holders thereof at any time after the issuance of the preferred stock. Each Series A Convertible Preferred Stock shall be converted into 24 shares of common stock.
The Series A Convertible Preferred Stock has the following rights and privileges:
Voting – The holders of the Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of Preferred Stock could be converted.
Conversion – Each share of Preferred Stock, is convertible at the option of the holder into twenty-four shares of common stock, subject to certain adjustments for dilution, if any, resulting from future stock issuances, including for any subsequent issuance of common stock at a price per share less than that paid by the holders of the Preferred Stock. The outstanding shares of Preferred Stock can be converted into common stock upon the request of the holding shareholder.
Liquidation – In the event of any liquidation, dissolution, winding-up or sale or merger of the Company, whether voluntarily or involuntarily, each holder of Preferred Stock is entitled to receive, in preference to the holders of common stock, a per-share amount equal to the original issue price of $0.001 (as adjusted, as defined), plus all declared but unpaid dividends.
Contingent redemption - In the event that a Mandatory Redemption Event (as defined below) occurs, each Holder shall have the right to have all or any portion of the Preferred Shares held by such Holder redeemed by the Company (a “Mandatory Redemption”) at the Mandatory Redemption Price. The “Mandatory Redemption Price” shall be equal to the Liquidation Preference of the Preferred Shares being redeemed multiplied by one hundred and twenty five percent (125%) in same day funds. In order to exercise its right to effect a Mandatory Redemption, a Holder must deliver a written notice (a “Mandatory Redemption Notice”) to the Company at any time on or before the Business Day following the day on which such event is no longer continuing.
(i) the Company fails for any reason (including without limitation as a result of not having a sufficient number of shares of Common Stock authorized and reserved for issuance, or as a result of the limitation contained in the stock designation, or due to voluntary action undertaken by the Company or a failure by the Company to take action, to issue shares of Common Stock to a Holder and deliver certificates representing such shares to such Holder as and when required by the provisions hereof upon Conversion of any Preferred Shares, and such failure continues for ten (10) Business Days;
(ii) the Company breaches, in a material respect, due to voluntary action undertaken by the Company or a failure by the Company to take action, any covenant or other material term or condition of the Preferred Stock, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby, and such breach continues for a period of five (5) Business Days after written notice thereof to the Company from a Holder;
(iii) any material representation or warranty made by the Company in any agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby or thereby is inaccurate or misleading in any material respect as of the date such representation or warranty was made due to voluntary action undertaken by the Company or a failure by the Company to take action.
The Board voted to award the CEO Carmine T. Biscardi 500,000,000 shares of Preferred Series A stock, of which 50,000,000 shares of Series A convertible preferred stock were issued in exchange for $50,000 of the debt and 450,000,000 shares of Series A convertible preferred stock were issued as compensation for his long service to the Company. We determined the fair value of the preferred stock as of the issuance date based on the market price of $0.0001 for common stock with 1 share of Series A Preferred Stock convertible to 24 shares of common stock, resulting in a fair value of $0.0024 per share. Thus, the fair value for 50,000,000 and 450,000,000 shares of Series A Convertible Preferred Stock is $120,000 and $1,080,000, respectively. The Company recognized a loss on settlement of debt of $70,000 and stock-based compensation of $1,080,000 for the above-mentioned preferred stock issuances, during the three months ended October 31, 2019. Due to the Preferred Stock's contingent redemption feature, the Series A Convertible Preferred Stock are reported as temporary equity in the consolidated balance sheet.
12 |
BIGFOOT PROJECT INVESTMENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 6 – DISTRIBUTION AGREEMENTS
The Company entered into a Distribution Agreement on September 2, 2017 with the Bosko Group LLC providing them a non-exclusive right to market the sales of the Company’s DVD’s. The Distribution Agreement requires the Company to pay the Bosko Group LLC ten percent (10%) of the selling price of the DVD’s sold. This agreement remained in effect for a period of 4 years and has been automatically renewed for an additional 4 years with no limit on the number of times the agreement may be automatically renewed, unless either party gives notice to the other of its desire to terminate the Agreement at least sixty (60) days before expiration of the original or renewal term.
In May 2017, the Company entered into two separate agreements (the “Re-Release”) with The Bosko Group LLC (the “Distributor”) to provide distribution and promotional services to the Company. The terms of the agreements provide for the following:
a. | Compensation to the Company for the Re-Release will be based on projected gross sales range and royalties for six existing DVD documentaries which will be offered into all distribution markets as a series with a new introduction narrated by Tom Biscardi. | |
b. | Compensation to the Company for the Distribution of new feature-length films is based on past performance of previous productions with up-front funding and projected royalties over all distribution channels. The Company completed production of the first of the new feature-length films in July 2017. The film was edited and released in August 2018 through various channels, and the Company is awaiting sales reports from the distribution company. |
13 |
BIGFOOT PROJECT INVESTMENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 7 – CONVERTIBLE NOTES
On August 1, 2018, the Company, entered into a Securities Purchase Agreement (the Securities Purchase Agreement”) with an investor, pursuant to which the Company sold to the Investor a convertible promissory note in the principal amount of $110,000 (the “August 2018 Note”), for an aggregate purchase price of $100,000. The Company received $100,000 cash and recorded $10,000 as issuance cost. The August 2018 Note matures on May 1, 2019, bears interest rate of 10% per year payable on maturity date in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock at the conversion price equal to the lower of (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 55% of either the lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding the conversion date. This note became convertible on issuance date and the variable conversion feature was accounted for as a derivative liability in accordance with ASC 815. The Company recorded an increase in the principal of $15,000 since the conversion price is less than $0.01. The August 2018 Note has an outstanding balance as of October 31, 2019 of $79,399, is in default and subject to annual interest of 24%.
On September 23, 2019, the Company entered into a convertible promissory note with KinerjaPay Corp. for an aggregate purchase price of $20,000. The Note matures on March 23, 2020, bears interest rate of 10% per year payable on maturity date in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of common stock at the conversion rate equal to 50% multiplied by the Market Price. “Market Price” means the average of the lowest Trading Price (as defined below) for the Common Stock during the thirty (30) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The variable conversion feature was accounted for as a derivative liability under ASC 815, resulting in the recognition of a discount of $20,000 on the issuance date. The balance of principal on the September 23, 2019 note as of October 31, 2019 is $20,000.
On February 25, 2019, the Company signed a convertible promissory note with Crown Bridge Partners, LLC for a principal sum of $165,000 to be requested in installments. The first installment of $28,500 was received for the principal of $33,000 on March 1st, 2019. The note is subject to interest rate of 8% and matures in February 2020. The holder of the note shall have the right to convert the notes at any time, the note bears interest rate of 8% per year payable on maturity date in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock at the conversion price which equals 50% multiplied by the lowest one trading price for the common stock during the 25 day trading day period ending on the last complete trading day prior to the conversion date. The note is convertible on issuance date and the variable conversion feature with a fair value of $56,216 was accounted for as a derivative liability in accordance with ASC 815 with a corresponding charge of $28,500 to debt discount and $27,716 to day one loss on derivative. On February 25, 2019, the Company also issued Crown Bridge Partners LLC a Common Stock Purchase Warrant for 18,857,142 shares of common stock. The warrants have an exercise price of $0.0035 per share and expiration date of February 25, 2024. These warrants were tainted by the variable notes and the fair value of $47,063 was accounted for as a derivative liability in accordance with ASC 815. The outstanding balance of the principal on the note as of July 31, 2019 and October 31, 2019, is $33,000 and $26,225, respectively.
In the three months ended October 31, 2019 and 2018, the Company recorded amortization of debt discount in the amount of $11,290 and $27,148, respectively. Unamortized discount as of October 31, 2019 amounted to $26,873.
NOTE 8 - SUBSEQUENT EVENTS
On November 8, 2019, 178,000,000 shares of Series A Convertible Preferred stock were converted to 4,272,000,000 shares of common stock.
On November 13, 2019, the CEO Carmine T. Biscardi entered into a share purchase agreement with Lord Global Company and Joseph Cellura to sell 322,000,000 shares of Preferred Series A Convertible stock and 4,500,820,000 shares of common stock. This agreement transferred controlling interest of both the Preferred Series A (100% issued and outstanding) and common stock (51.16% issued and outstanding) to these parties, effective November 27, 2019.
On December 13, 2019, the Company by vote of majority shareholders and unanimous consent of the Board, approved a 100,000 to 1 reverse stock split. On December 16, 2019, the Company filed with the State of Nevada a Certificate of Change registering the 100,000 to 1 reverse stock split for each class of stock. The reverse stock split has not yet been approved by FINRA.
On December 27, 2019, the Company designated two new classes of preferred stock: Series F Convertible Preferred with 40,000,000 shares authorized at $0.001 par value and Series T Convertible Preferred with 37,500,000 shares authorized at $0.001 par value. No shares of either class of new preferred stock were issued at the time of this filing.
14 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements regarding:
● | our ability to diversify our operations; | |
● | inability to raise additional financing for working capital; | |
● | the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain; | |
● | our ability to attract key personnel; | |
● | our ability to operate profitably; | |
● | our ability to generate sufficient funds to operate the Bigfoot Project Investments, Inc. operations, upon completion of our acquisition; | |
● | deterioration in general or regional economic conditions; | |
● | adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; | |
● | changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; | |
● | the inability of management to effectively implement our strategies and business plan; | |
● | inability to achieve future sales levels or other operating results; | |
● | the unavailability of funds for capital expenditures; | |
● | other risks and uncertainties detailed in this report; and | |
● | as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. |
References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Bigfoot Project”, the “Company”, and similar terms refer to Bigfoot Project Investments, Inc. unless otherwise expressly stated or the context otherwise requires.
15 |
OVERVIEW AND OUTLOOK
Background
In January 2013, Bigfoot Project Investments, Inc. acquired all the assets of Searching for Bigfoot Inc. Since the majority shareholder of Searching for Bigfoot, Inc. is also the majority shareholder in Bigfoot Project Investments Inc. the asset acquisition was treated as a related party transaction and was not considered an arm’s length transaction under Generally Accepted Accounting Principles.
The assets acquired were transferred over at the existing book value listed on the balance sheet of Searching for Bigfoot, Inc. at the time of transfer. The transfer agreement called for the issuance of 4,400,000 shares of common stock which were valued at $.10 per share and the issuance of a promissory note in the amount of $484,029. The Company recorded a deemed distribution related to this transaction in the amount of $924,029. In August 2013, the Company increased the promissory note by $489 to add an asset that was not included in the original transfer.
As part of the asset transfer agreement Bigfoot Project Investments, Inc. received the following assets:
● | Footprint cast of Bigfoot – 73 original casts | |
● | Photographs of Dead Creature from Strickler, Arkansas 1994 Dear Creature Incident | |
● | 109-inch Skeleton | |
● | Various Media Artifacts – Video TV News Media – 52 news stories | |
● | Contract to sell Dinosaur fossil – most recent estimate by Paleontologist $1.2 million dollars | |
● | Rubber suit from 2008 hoax | |
● | Various DNA samples – Hair, and nails | |
● | License to use 6 dinosaur displays | |
● | Exclusive rights to the Bigfoot Website | |
● | Exclusive rights to the Bigfoot Live Radio Show | |
● | Exclusive rights to the Bigfoot Live Radio Show Website | |
● | 360 hours of raw footage from expeditions for movie development | |
● | Various DVD Movies and Documentary film projects | |
● | Exclusive rights to all current contracts negotiated under Searching For Bigfoot, Inc. |
The above list is a complete list of the fixed assets for Bigfoot Project Investments, Inc.
We are a company who has, over the past year, developed nine DVD Movies; eight of which have been completed for distribution and one which is currently in the final stages of completion for distribution. We have established a contract with a Media Marketing Distribution Company (The Bosko Group), who has contracted six of the nine DVD movies to their distribution agents. We are a company with only minimal revenues to date: we have minimal assets, and have incurred losses since inception.
Bigfoot Project Investments, Inc. plans to establish itself as the most reliable and dependable source for materials including documentaries, physical evidence, and eye witness accounts for the purpose of documenting the evidence of the existence of Bigfoot. Our major source of revenue will be the sale of documentaries and specials that follow our progress. We have found that there is a market for these films and have started selling them on a semi-regular basis. In addition to the film sales we plan on having expeditions to locations where there have been multiple eye witness accounts as well as periodic exhibitions of the physical evidence that has been accumulated. We plan on focusing our efforts on expeditions to locations that have had multiple eyewitness reports to maximize the chances of locating the creature and producing films that will be marketable to the public.
On November 13, 2019, the CEO Carmine T. Biscardi entered into a share purchase agreement with Lord Global Company and Joseph Cellura to sell 322,000,000 shares of Preferred Series A Convertible stock and 4,500,820,000 shares of common stock. This agreement transferred controlling interest of both the Preferred Series A (100% issued and outstanding) and common stock (51.16% issued and outstanding) effective November 27, 2019.
On December 9, 2019, the standing Board of Directors held a meeting and elected a new officers and Board of Directors. All newly elected Officers will also serve on the Board of Directors.
16 |
RESULTS OF OPERATIONS
During the three months ended October 31, 2019, we generated revenue of $438. During the three months ended October 31, 2018, we generated revenue of $263.
Operating expenses during the three months ended October 31, 2019 were $1,093,378. Operating expenses during the three months ended October 31, 2018 were $91,285. Operating expenses for the three months ended October 31, 2019 consisted of professional fees of $11,698, and general and administrative fees of $1,081,680. Operating expenses for the three months ended October 31, 2018 consisted of professional fees of $72,577, expedition expense of $13,233 and general and administrative fees of $5,738. Expense increase during 2019 was mainly due to the stock compensation issued to the CEO.
There is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.
Liquidity and Capital Resources
As of October 31, 2019, we had $462 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.
The following table sets forth a summary of our cash flows for the three months ended October 31, 2019 and 2018:
Period
Ended October 31, 2019 | Period
Ended October 31, 2018 | |||||||
Net cash used in operating activities | $ | (5,715 | ) | $ | (44,258 | ) | ||
Net cash used in investing activities | - | - | ||||||
Net cash provided by financing activities | 5,692 | 58,999 | ||||||
Net increase (decrease) in Cash | (23 | ) | 14,741 | |||||
Cash, beginning | 485 | 587 | ||||||
Cash, ending | $ | 462 | $ | 15,328 |
Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.
We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
Operating activities
Net cash used in operating activities was $5,715 for the period ended October 31, 2019, as compared to $44,258 used in operating activities for the period ended October 31, 2018.
Investing activities
Net cash used in investing activities was $0 for the period ended October 31, 2019, as compared to $0 used in investing activities for the same period in 2018.
17 |
Financing activities
Net cash provided by financing activities for the period ended October 31, 2019 was $5,692 as compared to $58,999 for the same period of 2018.
We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing initiatives, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.
Off-Balance Sheet Arrangements
We did not have any 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 investors.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
This item is not applicable as we are currently considered a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
18 |
We are not a party to any material legal proceedings during the three months ended October 31, 2019 and to our knowledge, there are currently no legal proceedings, inquiry or investigation, before any court, public board, government entity, self-regulatory organization or body pending, to which we are a party, which could have a material adverse effect on our business, financial condition, or operating results.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Stock Issuances
During the three-month period ended October 31, 2019 a total of 419,833,900 shares were issued for conversion of debt.
During the three-month period ended October 31, 2019, the Company recorded the authorization to issue 500,000,000 shares of Preferred Series A Convertible stock to the CEO Carmine T. Biscardi for the settlement of $50,000 principal on the promissory note and compensation of $1,080,000.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities from the time of our inception through the period ended October 31, 2019.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
None.
None
19 |
Pursuant to the requirements 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.
BIGFOOT PROJECT INVESTMENTS, INC. | ||
Date: January 2, 2020 | By: | /s/ Joseph Cellura |
Joseph Cellura | ||
Chief Executive Officer | ||
(Principal Executive Officer and duly authorized signatory) |
20 |