Item 1. Financial Statements
The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended January 31, 2016 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, 2017
(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
|
GREEN HYGIENICS HOLDINGS INC.
Condensed Interim Balance Sheets
(Expressed in U.S. dollars)
|
|
April 30, 2017
$
|
|
|
July 31, 2016
$
|
|
|
|
(unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
|
|
2,786
|
|
|
|
2,894
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
2,786
|
|
|
|
2,894
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities (Note 4)
|
|
|
102,878
|
|
|
|
98,910
|
|
Loans payable (Note 3)
|
|
|
48,750
|
|
|
|
48,750
|
|
Due to related parties (Note 4)
|
|
|
61,894
|
|
|
|
61,894
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
213,522
|
|
|
|
209,554
|
|
|
|
|
|
|
|
|
|
|
Nature of operations and continuance of business (Note 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder’s Deficit
|
|
|
|
|
|
|
|
|
Common stock, 375,000,000 shares authorized, $0.001 par value
|
|
|
|
|
|
|
|
|
34,707,835 shares issued and outstanding
|
|
|
34,708
|
|
|
|
34,708
|
|
Additional paid-in capital
|
|
|
40,474,372
|
|
|
|
40,474,372
|
|
Deficit
|
|
|
(40,719,816
|
)
|
|
|
(40,715,740
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholder’s Deficit
|
|
|
(210,736
|
)
|
|
|
(206,660
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholder’s Deficit
|
|
|
2,786
|
|
|
|
2,894
|
|
(The accompanying notes are an integral part of these condensed interim financial statements)
GREEN HYGIENICS HOLDINGS INC.
Condensed Interim Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
|
|
Three Months
Ended
April 30, 2017
$
|
|
|
Three Months
Ended
April 30, 2016
$
|
|
|
Nine Months
Ended
April 30, 2017
$
|
|
|
Nine Months
Ended
April 30, 2016
$
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
439
|
|
|
|
1,733
|
|
|
|
1,951
|
|
|
|
6,717
|
|
Loss Before Other Expenses
|
|
|
(439
|
)
|
|
|
(1,733
|
)
|
|
|
(1,951
|
)
|
|
|
(6,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(693
|
)
|
|
|
(701
|
)
|
|
|
(2,125
|
)
|
|
|
(2,246
|
)
|
Loss on extinguishment of debt
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,563,200
|
)
|
Total Other Expenses
|
|
|
(693
|
)
|
|
|
(701
|
)
|
|
|
(2,125
|
)
|
|
|
(1,565,446
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss and Comprehensive Loss
|
|
|
(1,132
|
)
|
|
|
(2,434
|
)
|
|
|
(4,076
|
)
|
|
|
(1,572,163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share, Basic and Diluted
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
|
34,707,835
|
|
|
|
34,707,835
|
|
|
|
34,707,835
|
|
|
|
34,567,689
|
|
(The accompanying notes are an integral part of these condensed interim financial statements)
GREEN HYGIENICS HOLDINGS INC.
Condensed Interim Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
|
|
Nine Months
Ended
April 30, 2017
$
|
|
|
Nine Months
Ended
April 30, 2016
$
|
|
Operating Activities
|
|
|
|
|
|
|
Net loss
|
|
|
(4,076
|
)
|
|
|
(1,572,163
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt
|
|
|
–
|
|
|
|
1,563,200
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
4,968
|
|
|
|
8,963
|
|
Net Cash Used In Operating Activities
|
|
|
(108
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Decrease in Cash
|
|
|
(108
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Cash, Beginning of Period
|
|
|
2,894
|
|
|
|
2,966
|
|
|
|
|
|
|
|
|
|
|
Cash, End of Period
|
|
|
2,786
|
|
|
|
2,966
|
|
|
|
|
|
|
|
|
|
|
Non-cash Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued to settle related party debt
|
|
|
–
|
|
|
|
1,568,000
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
–
|
|
|
|
–
|
|
Income taxes paid
|
|
|
–
|
|
|
|
–
|
|
(The accompanying notes are an integral part of these condensed interim financial statements)
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, 2016. 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, 2017, the Company has a working capital deficiency of $210,736 and has an accumulated deficit of $40,719,816 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, 2017, the Company owes $18,750 (July 31, 2016 - $18,750) to a non-related party, which is non-interest bearing, unsecured, and due on demand.
(b) As at April 30, 2017, the Company owes $30,000 (July 31, 2016 - $30,000) to a non-related party, which is non-interest bearing, unsecured, and due on demand.
4.
Related Party Transactions
(a) On July 31, 2016, the Company issued a promissory note for $70,774 to the former 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, 2017, the note has a principal amount outstanding of $56,824 (July 31, 2016 - $61,624) and accrued interest of $8,404 (July 31, 2016 - $6,279) which has been included in accounts payable and accrued liabilities.
(b) As at April 30, 2017, the Company owes $5,070 (July 31, 2016 - $5,070) to the CEO of the Company, which is non-interest bearing, unsecured, and due on demand.
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 f
or
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, 2017
$
|
|
|
April 30, 2016
$
|
|
|
Change
$
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
(1,951
|
)
|
|
|
(6,717
|
)
|
|
|
4,766
|
|
Interest expense
|
|
|
(2,125
|
)
|
|
|
(2,246
|
)
|
|
|
121
|
|
Loss on extinguishment of debt
|
|
|
–
|
|
|
|
(1,563,200
|
)
|
|
|
1,563,200
|
|
Net loss for the period
|
|
|
(4,076
|
)
|
|
|
(1,572,163
|
)
|
|
|
1,568,087
|
|
|
|
Three Months Ended
|
|
|
|
|
Expenses
|
|
April 30, 2017
$
|
|
|
April 30, 2016
$
|
|
|
Change
$
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
(439
|
)
|
|
$
|
(1,733
|
)
|
|
$
|
1,294
|
|
Interest expense
|
|
|
(693
|
)
|
|
|
(701
|
)
|
|
|
8
|
|
Net loss for the period
|
|
|
(1,132
|
)
|
|
|
(2,434
|
)
|
|
|
1,302
|
|
Lack of Revenues
We have limited operational history. From our inception on June 12, 2008 to April 30, 2017 we have generated only nominal revenues, insufficient to meet our financing needs.
Expenses
Our expenses for the three months ended April 30, 2017 were $439 compared to $1,733 during the same period in 2016. Our expenses for the nine months ended April 30, 2017 were $1,951 compared to $6,717 during the same period in 2016. There were no significant changes between the two periods.
Net Loss
Our net loss for the three months ended April 30, 2017 was $1,132 compared to a net loss of $2,434 during the same period in 2016. Our net loss for the nine months ended April 30, 2017 was $4,076 compared to a net loss of $1,572,163 during the same period in 2016. In 2016, the loss is due to the loss on extinguishment of debt of $1,563,200 due to the issuance of common stock to settle related party debt.
Liquidity and Capital Resources
Working Capital
|
|
April 30, 2017
$
|
|
|
July 31, 2016
$
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
2,786
|
|
|
|
2,894
|
|
Current Liabilities
|
|
|
213,522
|
|
|
|
209,554
|
|
Working Capital (Deficit)
|
|
|
(210,736
|
)
|
|
|
(206,660
|
)
|
Cash Flows
|
|
Nine Months Ended
April 30, 2017
$
|
|
|
Nine Months Ended
April 30, 2017
$
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(108
|
)
|
|
|
–
|
|
Net change in cash
|
|
|
(108
|
)
|
|
|
–
|
|
We had $2,786 in cash on hand as of April 30, 2017, with current liabilities of $213,522 and a working capital deficit of $210,736. As at July 31, 2016, the Company had a working capital deficit of $206,660.
This cash balance is insufficient to fund our levels of operations for the next twelve months.
During the nine months ended April 30, 2017 and 2016, we have raised no funds and expenditures were minimal.
The Company has incurred a net loss of $40,719,816 for the period from June 12, 2008 (inception) to April 30, 2017 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.
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 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, 2017 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, 2017 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.