Nevada
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26-2801338
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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3
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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12
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Item 4. Controls and Procedures
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12
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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12
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3. Defaults Upon Senior Securities
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13
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Item 4.
Mine Safety Disclosures
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13
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Item 5. Other Information
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13
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Item 6. Exhibits
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13
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SIGNATURES
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14
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Index
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Condensed Balance Sheets
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4
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Condensed Statements of Operations and Comprehensive Loss
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5
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Condensed Statements of Cash Flows
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6
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Notes to the Condensed Financial Statements
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7
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January 31, 2019
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July 31, 2018
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|||||||
$
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$
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|||||||
(unaudited)
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||||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash
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205
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132
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Prepaid expenses
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460
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460
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||||||
Total Assets
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665
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592
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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||||||||
Current Liabilities
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||||||||
Accounts payable and accrued liabilities (Note 4)
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180,446
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149,491
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Loan payable (Note 3)
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–
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18,750
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Due to related parties (Note 4)
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227,433
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172,961
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||||||
Total Liabilities
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407,879
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341,202
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Nature of operations and continuance of business (Note 1)
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||||||||
Commitments (Note 5)
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||||||||
Stockholder’s Deficit
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||||||||
Common stock, 375,000,000 shares authorized, $0.001 par value 34,707,835 shares issued and outstanding
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34,708
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34,708
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Additional paid-in capital
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40,546,930
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40,546,930
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Deficit
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(40,988,852
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)
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(40,922,248
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)
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Total Stockholder’s Deficit
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(407,214
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)
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(340,610
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)
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Total Liabilities and Stockholder’s Deficit
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665
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592
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Three Months
Ended
January 31, 2019
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Three Months
Ended
January 31, 2018
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Six Months
Ended
January 31, 2019
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Six Months
Ended
January 31, 2018
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$
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$
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$
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$
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Expenses
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||||||||||||||||
Consulting fees (Note 4)
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27,500
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30,000
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55,000
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60,000
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||||||||||
General and administrative
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8,263
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13,656
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10,172
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15,051
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Total Expenses
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35,763
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43,656
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65,172
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75,051
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Loss Before Other Expense
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(35,763
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)
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(43,656
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)
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(65,172
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)
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(75,051
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)
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Other Expense
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Interest expense
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(716
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)
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(716
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)
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(1,432
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)
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(1,432
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)
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Net Loss and Comprehensive Loss
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(36,479
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)
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(44,372
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)
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(66,604
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)
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(76,483
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)
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Net Loss Per Share, Basic and Diluted
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–
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–
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–
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–
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||||||||||||
Weighted Average Shares Outstanding
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34,707,835
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34,707,835
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34,707,835
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34,707,835
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Six Months
Ended
January 31, 2019
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Six Months
Ended
January 31, 2018
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$
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$
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Operating Activities
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Net loss
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(66,604
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)
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(76,483
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)
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Changes in operating assets and liabilities:
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Accounts payable and accrued liabilities
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30,955
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61,048
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Due to related parties
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35,722
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15,287
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Net Cash Provided By (Used In) Operating Activities
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73
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(148
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)
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Change in Cash
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73
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(148
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)
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Cash, Beginning of Period
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132
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2,749
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Cash, End of Period
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205
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2,601
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Non-cash Investing and Financing Activities
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Accounts payable transferred to related party
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–
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21,430
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Loan payable transferred to related party
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18,750
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–
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Supplemental Disclosures:
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Interest paid
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–
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–
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Income taxes paid
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–
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–
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Six Months Ended
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Expenses
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January 31, 2019
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January 31, 2018
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Change
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$
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$
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$
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Consulting fees
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55,000
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60,000
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(5,000
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)
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General and administrative
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10,172
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15,051
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(4,879)
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Interest expense
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1,432
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1,432
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–
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Net loss for the period
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(66,604
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)
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(76,483
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)
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(9,879
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)
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January 31, 2019
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July 31, 2018
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$
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$
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Cash and prepaid expenses
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665
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592
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Total assets
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665
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592
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Total liabilities
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407,879
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341,202
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Stockholders' equity (deficit)
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(407,214
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)
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(340,610
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)
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January 31, 2019
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July 31,2018
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$
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$
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Current Assets
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665
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592
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Current Liabilities
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407,879
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341,202
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Working Capital (Deficit)
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(407,214
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)
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(340,610
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)
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Description
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Estimated
Completion Date
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Estimated Expenses
($)
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Business development
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12 months
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120,000
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General and administrative expenses
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12 months
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100,000
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Total
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220,000
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Exhibit
Number
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Description
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(3)
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(i) Articles of Incorporation; (ii) By-laws
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3.1
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Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on
September 17, 2008).
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3.2
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By-laws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
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3.3
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Certificate of Amendment (Incorporated by reference to our Current Report on Form 8-K filed on July 1,
2010).
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(10)
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Material Contracts
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10.1
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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).
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10.2
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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).
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10.3
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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).
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10.4
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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).
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10.5
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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).
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10.6
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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).
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10.7
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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).
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10.8
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Stock Option Plan (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
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10.9
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Form of Stock Option Agreement (Incorporated by reference to our Current Report on Form 8-K filed on
September 8, 2011).
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(21)
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Subsidiaries of the Registrant
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21.1
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Takedown Fight Media Inc.
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(31)
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Section 1350 Certifications
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31.1*
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Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer.
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(32)
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Section 906 Certifications
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32.1*
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Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer.
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101
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Interactive Data Files
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101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
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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
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GREEN HYGIENICS HOLDINGS INC.
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(Registrant)
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Date: March 18, 2019
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/s/ Ron Loudoun
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Ron Loudoun
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President, Chief Executive Officer, Chief Financial Officer,
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Secretary and Treasurer Director
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(Principal Executive Officer, Principal Financial Officer
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and Principal Accounting Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Green Hygienics Holdings Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
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/s/ Ron Loudoun
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Ron Loudoun
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President, Chief Executive Officer, Chief Financial Officer,
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Secretary and Treasurer Director
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(Principal Executive Officer, Principal Financial Officer
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and Principal Accounting Officer)
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(1)
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the Quarterly Report on Form 10-Q of Green Hygienics Holdings Inc. for the period ended January 31, 2019 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of Green Hygienics Holdings Inc.
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/s/ Ron Loudoun
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Ron Loudoun
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President, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer and Director
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(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
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