GREEN HYGIENICS HOLDINGS INC. - Quarter Report: 2013 April (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2013
or
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-54338
GREEN HYGIENICS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
26-2801338
|
|
(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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1937 Pendrell Street, Suite 1004, Vancouver, B.C., Canada V6G 1T4
|
|
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(Address of principal executive offices) (Zip Code)
|
|
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1-855-922-2368
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|
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(Registrant’s telephone number, including area code)
|
|
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22 Billiter Street, London, England EC3M 2RY
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|
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(Former name, former address and former fiscal year, if changed since last report)
|
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES o NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES o NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer o
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Accelerated filer o
|
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. o YES x NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES o NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
9,298,313 common shares issued and outstanding as of June 10, 2013
Aggregate market value of voting common equity held by non-affiliates as of June 5, 2013: $3,862,266 approximately
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PART I - FINANCIAL INFORMATION
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Page | |
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Item 1.
|
3
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|
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 |
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Item 3.
|
17
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|
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Item 4.
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17
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|
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PART II - OTHER INFORMATION
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||
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Item 1.
|
18
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|
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Item 2.
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18
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|
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Item 3.
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18
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|
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Item 4.
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18
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Item 5.
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18
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Item 6.
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19
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20
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||
PART I - FINANCIAL INFORMATION
The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended April 30, 2013 are not necessarily indicative of the results that may be expected for the full fiscal year.
GREEN HYGIENICS HOLDINGS INC.
(A Development Stage Company)
Balance Sheets
(Stated in US Dollars)
|
As of
|
As of
|
|||||||
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April 30
|
July 31
|
|||||||
|
2013
|
2012
|
|||||||
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(Unaudited)
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(Audited)
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$
|
8,685
|
|
$
|
-
|
|||
|
Other receivable
|
590
|
-
|
||||||
|
Total current assets
|
9,275
|
-
|
||||||
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Total Assets
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$
|
9,275
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$
|
-
|
||||
|
Liabilities
|
||||||||
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Current liabilities
|
||||||||
|
Accounts payable
|
$
|
15,286
|
$
|
267,240
|
||||
|
Management fees payable
|
28,319
|
132,504
|
||||||
|
Loans payable to related party
|
185,953
|
213,000
|
||||||
|
Total current liabilities
|
229,558
|
612,744
|
||||||
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Total Liabilities
|
229,558
|
612,744
|
||||||
|
Stockholders' Deficit
|
||||||||
|
Common Stock, $0.001 par value
375,000,000 Common Shares Authorized
8,298,313 and 42,133 Common Shares Issued and Outstanding as of April 30, 2013
and July 31, 2012, respectively
|
8,298
|
42
|
||||||
|
Common stock payable
|
75,000
|
0
|
||||||
|
Additional paid-in capital
|
10,048,818
|
1,626,337
|
||||||
|
Deficit accumulated during development stage
|
(10,352,399
|
)
|
(2,239,123
|
)
|
||||
|
Total stockholders’ deficit
|
(220,283
|
)
|
(612,744
|
)
|
||||
|
Total liabilities and stockholders’ deficit
|
$
|
9,275
|
$
|
-
|
||||
The accompanying condensed notes are an integral part of these financial statements.
GREEN HYGIENICS HOLDINGS INC.
(A Development Stage Company)
Statements of Operations
(Stated in US Dollars)
(Unaudited)
|
June 12, 2008
|
||||||||||||||||||||
|
(Date of
|
||||||||||||||||||||
|
Inception)
|
||||||||||||||||||||
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Three Months Ended
|
Nine Months Ended
|
to
|
||||||||||||||||||
|
April 30,
|
April 30,
|
April 30,
|
||||||||||||||||||
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2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
|
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
75,000
|
$
|
150,000
|
||||||||||
|
EXPENSES
|
||||||||||||||||||||
|
Business system development
|
5,606
|
185,291
|
5,606
|
663,372
|
1,459,498
|
|||||||||||||||
|
Mineral claim impairment loss
|
-
|
-
|
-
|
-
|
20,000
|
|||||||||||||||
|
Professional fees
|
7,319
|
12,852
|
22,904
|
44,514
|
246,133
|
|||||||||||||||
|
Consulting fees
|
25,000
|
-
|
25,000
|
132,500
|
182,000
|
|||||||||||||||
|
Management fees
|
19,762
|
22,500
|
42,262
|
97,375
|
241,012
|
|||||||||||||||
|
Administration fees
|
2,500
|
-
|
27,000
|
-
|
70,997
|
|||||||||||||||
|
Directors fees
|
-
|
-
|
16,800
|
-
|
16,800
|
|||||||||||||||
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Filing and transfer agent fees
|
6,682
|
-
|
15,504
|
-
|
42,080
|
|||||||||||||||
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Finance fee
|
3,500
|
-
|
3,500
|
-
|
3,500
|
|||||||||||||||
|
Office and general
|
148
|
58,457
|
7,872
|
78,178
|
108,415
|
|||||||||||||||
|
Total Expenses
|
70,517
|
279,100
|
166,448
|
1,106,922
|
2,390,435
|
|||||||||||||||
|
Net loss from operations before other expense
|
(70,517
|
)
|
(279,100
|
)
|
(166,448
|
)
|
(1,031,922
|
)
|
(2,240,435
|
)
|
||||||||||
|
Loss on conversion of debt
|
(7,785,914
|
)
|
-
|
(7,939,914
|
)
|
-
|
(8,046,699
|
)
|
||||||||||||
|
Foreign exchange gain (loss)
|
-
|
(20
|
-
|
5,763
|
5,625
|
|||||||||||||||
|
Interest on debt
|
-
|
(972
|
)
|
(6,914
|
)
|
(972
|
)
|
(70,890
|
)
|
|||||||||||
|
Net loss before income tax
|
(7,856,431
|
)
|
(280,092
|
)
|
(8,113,276
|
)
|
(1,027,131
|
)
|
(10,352,399
|
)
|
||||||||||
|
Provision for income tax
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
Net Loss
|
$
|
(7,856,431
|
)
|
$
|
(280,092
|
)
|
$
|
(8,113,276
|
)
|
$
|
(1,027,131
|
)
|
$
|
(10,352,399
|
)
|
|||||
|
Basic and diluted loss per share
|
$
|
(1.89
|
)
|
$
|
(6.76
|
)
|
$
|
(5.83
|
)
|
$
|
(24.02
|
)
|
||||||||
|
Weighted average number of shares outstanding
|
4,159,114
|
41,408
|
1,392,145
|
42,762
|
||||||||||||||||
The accompanying condensed notes are an integral part of these financial statements.
GREEN HYGIENICS HOLDINGS INC.
(a development stage company)
Statement of Stockholders' Equity (Deficit)
From Inception (June 12, 2008) to April 30, 2013 - unaudited
(Stated in US Dollars)
|
Deficit
|
||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||
|
Stock
|
During | Total | ||||||||||||||||||||||||
|
Common Stock
|
Paid in
|
Stock
|
Subscription
|
Development
|
Equity
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Receivable
|
Stage
|
(Deficit)
|
||||||||||||||||||||
|
Shares issued to founders - June 12, 2008
|
55,000
|
$
|
55
|
$
|
19,945
|
$
|
-
|
-
|
$
|
-
|
$
|
20,000
|
||||||||||||||
|
Net Loss for period
|
(81,747
|
)
|
(81,747
|
)
|
||||||||||||||||||||||
|
Balance, July 31, 2008
|
55,000
|
$
|
55
|
$
|
19,945
|
$
|
-
|
-
|
$
|
(81,747
|
)
|
$
|
(61,747
|
)
|
||||||||||||
|
Net Loss for year
|
-
|
-
|
-
|
-
|
-
|
(34,237
|
)
|
(34,237
|
)
|
|||||||||||||||||
|
Balance, July 31, 2009
|
55,000
|
$
|
55
|
$
|
19,945
|
$
|
-
|
-
|
$
|
(115,984
|
)
|
$
|
(95,984
|
)
|
||||||||||||
|
Net Loss for year
|
-
|
-
|
-
|
-
|
-
|
(55,107
|
)
|
(55,107
|
)
|
|||||||||||||||||
|
Balance, July 31, 2010
|
55,000
|
$
|
55
|
$
|
19,945
|
$
|
-
|
-
|
$
|
(171,091
|
)
|
$
|
(151,091
|
)
|
||||||||||||
|
Conversion of Debt
|
-
|
-
|
-
|
1,146,950
|
(181,785
|
)
|
-
|
965,165
|
||||||||||||||||||
|
Net Loss for year
|
-
|
-
|
-
|
-
|
-
|
(829,978
|
)
|
(829,978
|
)
|
|||||||||||||||||
|
Balance, July 31, 2011
|
55,000
|
$
|
55
|
$
|
19,945
|
$
|
1,146,950
|
(181,785
|
)
|
$
|
(1,001,069
|
)
|
$
|
(15,904
|
)
|
|||||||||||
|
Cancellation of shares
|
(15,000
|
)
|
(15
|
)
|
15
|
-
|
-
|
-
|
-
|
|||||||||||||||||
|
Issuance of shares for debt settlement
|
764
|
1
|
1,146,949
|
(1,146,950
|
)
|
181,785
|
-
|
181,785
|
||||||||||||||||||
|
Issuance of shares for cash
|
1,369
|
1
|
454,999
|
-
|
-
|
-
|
455,000
|
|||||||||||||||||||
|
Imputed interest
|
-
|
-
|
4,429
|
-
|
-
|
-
|
4,429
|
|||||||||||||||||||
|
Net loss for year
|
-
|
-
|
-
|
-
|
-
|
(1,238,054
|
)
|
(1,238,054
|
)
|
|||||||||||||||||
|
Balance, July 31, 2012
|
42,133
|
$
|
42
|
$
|
1,626,337
|
$
|
-
|
-
|
$
|
(2,239,123
|
)
|
$
|
(612,744
|
)
|
||||||||||||
|
Issuance of shares for:
|
||||||||||||||||||||||||||
|
Services
|
14,000
|
14
|
16,786
|
16,800
|
||||||||||||||||||||||
|
Cash
|
-
|
-
|
-
|
75,000
|
-
|
-
|
75,000
|
|||||||||||||||||||
|
Conversion of loans
payable
|
875,000
|
875
|
891,625
|
-
|
-
|
-
|
892,500
|
|||||||||||||||||||
|
Conversion of
accounts payable
|
4,873,390
|
4,873
|
4,996,503
|
-
|
-
|
-
|
5,001,376
|
|||||||||||||||||||
|
Conversion of
management fee
payable
|
2,493,790
|
2,494
|
2,510,653
|
-
|
-
|
-
|
2,513,147
|
|||||||||||||||||||
|
Imputed interest
|
-
|
-
|
6,914
|
-
|
-
|
-
|
6,914
|
|||||||||||||||||||
|
Net loss for period
|
-
|
-
|
(8,113,276
|
)
|
(8,113,276
|
)
|
||||||||||||||||||||
|
Balance, April 30, 2013
|
8,298,313
|
$
|
8,298
|
$
|
10,048,818
|
$
|
75,000
|
-
|
$
|
(10,352,399
|
)
|
$
|
(220,283
|
)
|
||||||||||||
The accompanying condensed notes are an integral part of these financial statements.
GREEN HYGIENICS HOLDINGS INC.
(A Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
(unaudited)
|
For the nine
months ended
April 30, 2013
|
For the nine
months ended
April 30, 2012
|
From inception
(June 12, 2008) to
April 30, 2013
|
||||||||||
|
Operating Activities
|
||||||||||||
|
Net loss
|
$
|
(8,113,276
|
)
|
$
|
(1,027,131
|
)
|
$
|
(10,352,399
|
)
|
|||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Imputed interest
|
6,914
|
972
|
11,343
|
|||||||||
|
Loss on conversion of debt
|
7,939,914
|
-
|
8,046,699
|
|||||||||
|
Services paid with common stock
|
16,800
|
-
|
16,800
|
|||||||||
|
Changes in:
|
||||||||||||
|
Other receivable
|
(590
|
) |
-
|
(590
|
) | |||||||
|
Prepaid expenses
|
-
|
3,500
|
-
|
|||||||||
|
Accounts payable
|
12,220
|
237,224
|
287,543
|
|||||||||
|
Management fees payable
|
-
|
14,420
|
132,504
|
|||||||||
|
Conversion of debt
|
-
|
-
|
893,215
|
|||||||||
|
Accrued interest and fees
|
-
|
-
|
51,461
|
|||||||||
|
Net cash used in operating activities
|
(138,018
|
)
|
(771,015
|
)
|
(913,424
|
)
|
||||||
|
Investing Activities
|
||||||||||||
|
Net cash used in investing activities
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Financing Activities
|
||||||||||||
|
Proceeds from Shareholder Loan
|
-
|
-
|
87,406
|
|||||||||
|
Proceeds from shares issued for cash
|
-
|
455,000
|
455,000
|
|||||||||
|
Loans payable to related party
|
71,703
|
170,000
|
284,703
|
|||||||||
|
Common stock payable
|
75,000
|
-
|
75,000
|
|||||||||
|
Convertible loan subscription
|
-
|
75,000
|
-
|
|||||||||
|
Proceeds from common stock issued to founder
|
-
|
-
|
20,000
|
|||||||||
|
Net cash provided by financing activities
|
$
|
146,703
|
$
|
700,000
|
$
|
922,109
|
||||||
|
Change in cash for the period
|
8,685
|
(71,015
|
)
|
8,685
|
||||||||
|
Cash at beginning of period
|
-
|
111,799
|
-
|
|||||||||
|
Cash at end of period
|
$
|
8,685
|
$
|
40,784
|
$
|
8,685
|
||||||
|
Cash Paid For:
|
||||||||||||
|
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Income Tax
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Non cash transactions:
|
||||||||||||
|
Conversions of debt
|
$
|
467,109
|
$
|
-
|
$
|
1,146,950
|
||||||
|
Cancellation of common shares
|
$
|
-
|
$
|
-
|
$
|
30,000
|
||||||
The accompanying condensed notes are an integral part of these financial statements.
GREEN HYGIENICS HOLDINGS INC.
(a development stage company)
Footnotes to the Financial Statements
April 30, 2013
(unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. On June 30, 2010 the Company changed its name to Takedown Entertainment Inc. and changed its business focus. On July 24, 2012 the Company changed its name to Green Hygienics Holdings Inc.
The Company endeavored to acquire, produce and distribute mixed martial arts (MMA) media content and programming. The Company has been unable to raise sufficient capital to further its business and has been looking at all opportunities to maintain and enhance shareholder value, including a possible disposition of its current operations and/or entering into a potential business combination. The Company has been in negotiations with one potential business combination candidate. However, no definitive agreements have yet been entered into.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company follows accounting principles generally accepted in the United States of America. In the opinion of management all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and results of operations for the periods presented, have been reflected herein.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
REVENUE RECOGNITION
For revenue under certain contracts to provide services, the Company recognizes revenue as it is defined in the contracts.
For revenue under other certain contracts, the Company uses the input-basis percentage of completion method to recognize revenue. Under this method, revenue is recognized based on the ratio of cost incurred to date to the total estimated costs at the completion of the contract.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2013 the Company held $8,685 cash. At the Company’s fiscal year end July 31, 2012 the Company held $0 cash. There were no cash equivalents at these dates.
DEVELOPMENT STAGE COMPANY
The Company is considered a development stage company as defined by Accounting Standards Codification ASC 915-205 "Development-Stage Entities". ASC 915-205 requires companies to report their operations, shareholders equity and cash flows since inception through the date that revenues and expenditures are generated from management's intended operations, among other things. The Company has generated minimal operating revenues during the periods presented.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritize the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
BASIC AND DILUTED NET LOSS PER COMMON SHARE
The Company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As at April 30, 2013 the Company had no potentially dilutive shares (2012 – nil).
STOCK BASED COMPENSATION
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and has a limited operating history. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
As shown in the accompanying interim financial statements, the Company has incurred a net loss of $10,352,399 for the period from June 12, 2008 (inception) to April 30, 2013 and has generated minimal revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
NOTE 4 - RELATED PARTY TRANSACTIONS
During the nine months ended April 30, 2013 the Company accrued management fees payable of $22,500 to a former director of the Company for services as an officer of the Company (2012 - $67,500). The management fees payable are unsecured, non interest bearing and with no fixed terms of repayment.
Related parties advanced $71,703 to the Company during the nine months ended April 30, 2013, unsecured, non interest bearing with no terms of repayment and used for the payment of ongoing administrative expense.
A shareholder advanced $213,000 to the Company as a loan with no fixed terms of repayment and non interest bearing. At April 30, 2013 the Company had settled $98,750 of the debt with the issuance of 875,000 common shares and recorded $11,343 in imputed interest expense as a credit to Additional Paid in Capital. The conversion of the debt for the issuance of common shares fairly valued at market according to GAAP resulted in a loss on conversion of $687,825.
The related party transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
NOTE 5 - COMMON STOCK
Effective July 24, 2012 the Company reverse split its common shares on the basis of one new share for each two thousand shares held (1 for 2,000). All share amounts have been adjusted retroactively to reflect the reverse split.
The Company issued 55,000 shares of common stock (founder’s shares) for $20,000 cash on June 12, 2008.
During the first quarter ended October 31, 2011:
|
–
|
15,000 shares of common stock were returned to the Company for cancellation and credited $15 to Additional Paid In Capital;
|
|
–
|
764 shares of common stock were issued in settlement of debts of $1,146,950; the Company converted and recognized a loss recorded of $106,785;
|
|
–
|
353 shares of common stock were issued for cash of $250,000;
|
|
–
|
234 shares of common stock were issued for cash of $60,000;
|
During the second quarter ended January 31, 2012:
|
–
|
591 shares of common stock were issued for cash of $100,000;
|
During the first quarter ended October 31, 2012:
|
–
|
On August 31, 2012 the Company issued 14,000 shares of common stock to the directors of the Company for services rendered to the Company by the directors. The shares issued are valued based on fair market value at the date of authorization at $16,800.
|
During the second quarter ended January 31, 2013:
|
–
|
nil shares of common stock were issued;
|
|
–
|
see also note 8
|
|
During the third quarter ended April 30, 2013:
|
– 875,000 shares of common stock were issued in the settlement of $98,750 of loans payable;
– 7,367,180 shares of common stock fairly valued at market were issued in the settlement of $368,359 of debt;
– see also note 7
STOCK OPTIONS
The Company has in place a stock option plan for the benefit of consultants and employees. The Company had not granted any options to acquire common shares under the plan at April 30, 2013 (2012 – nil).
NOTE 6 - STOCK PAYABLE
On March 26, 2013 the Company received $25,000 in subscription for 100,000 common shares valued at $0.25 per share and on April 1, 2013 the Company received $50,000 in subscription for 200,000 common shares valued at $0.25 per share. At April 30, 2013 the common shares are not issued.
NOTE 7 - CONVERSION OF DEBT
During the period ended April 30, 2013 the Company settled $467,109 in debt for the issuance of 8,242,180 shares of common stock fairly valued according to GAAP at a fair market value of $8,407,023. The fair valuation resulted in a loss on conversion of $7,939,914.
NOTE 8 - CORRECTION OF AN ERROR
It became necessary for the Company to restate its previously issued interim financial statements for the six months ended January 31, 2013 for matters related to the following accounts: loans payable, stock payable and deficit. The accompanying financial information for the six months ended January 31, 2013 have been restated to reflect the corrections in accordance with ASC Topic 250, Accounting Change and Error Corrections.
Per the Company’s debt settlement agreements consummated during its third quarter ended April 30, 2013, a conversion feature was added and agreed to for a settlement of $50,000 in debt prior to February 1, 2013. The conversion feature resulted in a benefit of $204,000 on recognition of the fair market value of the common shares to be issued on conversion, resulting in a loss on conversion of $154,000, increasing the deficit at January 31, 2013 by $154,000, increasing stock payable by $204,000 at January 31, 2013 and reducing loans payable by $50,000at January 31, 2013. It became necessary to restate the financial statements for the six months ended January 31, 2013. The results of that restatement are as follows:
| January 31, 2013 | ||||||||||
|
As reported
|
||||||||||
|
Assets
|
(unaudited)
|
Adjustment | As restated | |||||||
|
Current assets
|
$ | |||||||||
|
Cash
|
1,585
|
$
|
0
|
$
|
1,585
|
|||||
|
Total current assets
|
1,585
|
0
|
1,585
|
|||||||
|
Total Assets
|
$ |
1,585
|
$
|
0
|
$
|
1,585
|
||||
|
Liabilities
|
||||||||||
|
Current liabilities
|
||||||||||
|
Accounts payable and accrued liabilities
|
$ |
277,456
|
$
|
0
|
$
|
277,456
|
||||
|
Management fees payable
|
153,004
|
0
|
153,004
|
|||||||
|
Loans payable
|
213,000
|
(50,000
|
) |
163,000
|
||||||
|
Total current liabilities
|
643,460
|
(50,000
|
) |
593,460
|
||||||
|
Total Liabilities
|
643,460
|
(50,000
|
) |
593,460
|
||||||
|
Stockholders' Deficiency
|
||||||||||
|
Common Stock, $0.001 par value
200,000,000 Common Shares Authorized
56,133 Common Shares Issued (July 31, 2012: 42,133)
|
56
|
0
|
56
|
|||||||
|
Additional paid-in capital
|
1,650,037
|
0
|
1,650,037
|
|||||||
|
Stock payable
|
50,000
|
204,000
|
254,000
|
|||||||
|
Deficit accumulated during development stage
|
(2,341,968
|
) |
(154,000
|
)
|
(2,495,968
|
)
|
||||
|
Total stockholders’ deficit
|
(641,875
|
) |
50,000
|
(591,875
|
)
|
|||||
|
Total liabilities and stockholders’ deficit
|
$ |
1,585
|
$
|
0
|
$
|
1,585
|
||||
The accompanying condensed notes are an integral part of these financial statements.
| For the three months ended January 31, 2013 | For the six months ended January 31, 2013 | |||||||||||||||||||||||
|
As reported
|
Adjustment |
As restated
|
As reported |
Adjustment
|
As restated
|
|||||||||||||||||||
|
REVENUE
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
EXPENSES
|
||||||||||||||||||||||||
|
Business system development
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
|
Mineral claim impairment loss
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
|
Professional fees
|
7,002 | 0 | 7,002 | 15,585 | 0 | 15,585 | ||||||||||||||||||
|
Directors fees
|
0 | 0 | 0 | 16,800 | 0 | 16,800 | ||||||||||||||||||
|
Consulting and administration fees
|
24,500 | 0 | 24,500 | 24,500 | 0 | 24,500 | ||||||||||||||||||
|
Management fees
|
0 | 0 | 0 | 22,500 | 0 | 22,500 | ||||||||||||||||||
|
Filing fees
|
2,876 | 0 | 2,876 | 8,822 | 0 | 8,822 | ||||||||||||||||||
|
Office
|
(277 | ) | 0 | (277 | ) | 7,724 | 0 | 7,724 | ||||||||||||||||
|
Total Expenses
|
34,101 | 0 | 34,101 | 95,931 | 0 | 95,931 | ||||||||||||||||||
|
Net loss from Operations before Other Expense:
|
(34,101 | ) | 0 | (34,101 | ) | (95,931 | ) | 0 | (95,931 | ) | ||||||||||||||
|
Loss on conversion of debt
|
0 | (154,000 | ) | (154,000 | ) | 0 | (154,000 | ) | (154,000 | ) | ||||||||||||||
|
Foreign exchange gain
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
|
Interest on debt
|
(3,457 | ) | 0 | (3,457 | ) | (6,914 | ) | 0 | (6,914 | ) | ||||||||||||||
|
Net loss before income tax
|
(37,558 | ) | (154,000 | ) | (191,558 | ) | (102,845 | ) | (154,000 | ) | (256,845 | ) | ||||||||||||
|
Provision for income tax
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
|
Net Loss
|
$ | (37,558 | ) | $ | (154,000 | ) | $ | (191,558 | ) | $ | (102,845 | ) | $ | (154,000 | ) | $ | (256,845 | ) | ||||||
|
Basic and diluted loss per share
|
$ | (0.67 | ) | $ | (3.41 | ) | $ | (1.91 | ) | (4.78 | ) | |||||||||||||
|
Weighted average number of shares outstanding
|
56,133 | 56,133 | 53,774 | 53,774 | ||||||||||||||||||||
The accompanying condensed notes are an integral part of these financial statements.
| For the six months ended January 31, 2013 | ||||||||||||
|
As reported
|
Adjustment
|
As restated
|
||||||||||
|
Cash Flow from Operating Activities
|
||||||||||||
|
Net loss
|
$
|
(102,845
|
)
|
$
|
(154,000
|
)
|
$
|
(256,845
|
)
|
|||
|
Adjustments to reconcile net loss to net cash used:
|
||||||||||||
|
Services paid with common stock
|
16,800
|
0
|
16,800
|
|||||||||
|
Imputed interest
|
6,914
|
0
|
6,914
|
|||||||||
|
Loss on conversion of debt
|
0
|
154,000
|
154,000
|
|||||||||
|
Changes in:
|
||||||||||||
|
Prepaid expense
|
0
|
0
|
0
|
|||||||||
|
Accounts payable
|
10,216
|
0
|
10,216
|
|||||||||
|
Management fees payable
|
20,500
|
0
|
153,004
|
|||||||||
|
Accrued interest and fees
|
0
|
0
|
)
|
0
|
||||||||
|
Net cash used in operating activities
|
(48,415)
|
(0
|
)
|
(48,415
|
)
|
|||||||
|
Cash Flow from Investing Activities
|
||||||||||||
|
Net cash used in investing activities
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Cash Flow from Financing Activities
|
||||||||||||
|
Proceeds from shareholder loan
|
0
|
0
|
0
|
|||||||||
|
Loans payable
|
0
|
0
|
0
|
|||||||||
|
Convertible loan subscription
|
0
|
0
|
0
|
|||||||||
|
Proceeds from shares issued for cash
|
50,000
|
0
|
50,000
|
|||||||||
|
Proceeds from shares issued to founders
|
0
|
0
|
0
|
|||||||||
|
Net cash provided by financing activities
|
$
|
50,000
|
$
|
0
|
$
|
50,000
|
||||||
|
Change in cash for the period
|
1,585
|
0
|
1,585
|
|||||||||
|
Cash at beginning of period
|
0
|
0
|
0
|
|||||||||
|
Cash at end of period
|
$
|
1,585
|
$
|
0
|
$
|
1,585
|
||||||
|
Cash Paid For:
|
||||||||||||
|
Interest
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Income Tax
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Non cash transactions:
|
||||||||||||
|
Conversions of debt
|
$
|
50,000
|
$
|
0
|
$
|
50,000
|
||||||
|
Cancellation of common shares
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
The accompanying condensed notes are an integral part of these financial statements.
NOTE 9 - SUBSEQUENT EVENT
Subsequent to April 30, 2013 the Company issued 300,000 shares of common stock for the receipt of $75,000 which had been received prior to April 30, 2013 and disclosed as stock payable at April 30, 2013. Subsequent to April 30, 2013 the Company further issued 700,000shares of common stock for the receipt of $175,000.
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, unless otherwise indicated.
Corporate Overview
Green Hygienics Holdings Inc. (the Company) was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. and issued 22,000,000 shares of common stock on June 12, 2008 for cash of $20,000. On June 30, 2010 the Company changed its name to Takedown Entertainment Inc and forward split its issued and authorized shares on the basis of five new shares for one old share (5:1) on the same date. On July 24, 2012 the Company changed its name to Green Hygienics Holdings Inc. and, on the same date, reverse split both its authorized and its issued and outstanding shares of common stock on a two thousand old for one new basis (1:2000).
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, has been unable to raise additional capital to further the business and has been looking at all opportunities to maintain and enhance shareholder value, which may include a possible disposition of its current operations and/or entering into a potential business combination.
The Company is in the process of disposing of its mixed martial arts “Takedown" business and is in negotiations with Peter E Wudy, the former President of the Company, where Mr Wudy will acquire Takedown Fight Media and all of the Takedown MMA business. However, no definitive agreements have yet been entered into and there can be no assurances that a definitive agreement will be entered into or that a subsequent transaction will be closed.
We anticipate that we will incur $170,000 for business development and administrative expenses, including professional legal and accounting expenses associated with compliance with our periodic reporting requirements over the next twelve months. We had $8,685 in cash reserves as of the period ended April 30, 2013.
We are contemplating raising additional capital to finance our business operations. No final decisions regarding financing have been made at this time. It is anticipated that funding for the Company will come from one or more of the following means: engaging in an offering of our stock, engaging in borrowing or locating a joint venture partner or partners.
Plan of Operation
Our cash balance at April 30, 2013 is insufficient to fund our levels of operations for the next twelve months. As a result we will be forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated minimal revenue to date. Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated sufficient revenues and no revenues are anticipated until we begin meeting the objectives of our business plan. There is no assurance we will ever reach that stage.
|
Results of Operations
|
April 30, 2013
|
July 31, 2012
|
||||||
|
Current Assets
|
$
|
9,275
|
$
|
0
|
||||
|
Total Assets
|
$
|
9,275
|
$
|
0
|
||||
|
Current Liabilities
|
$
|
229,558
|
$
|
612,744
|
||||
|
Total Liabilities
|
$
|
229,558
|
$
|
612,744
|
||||
|
Stockholders' Equity (Deficiency)
|
$
|
(220,283
|
)
|
$
|
(612,744
|
)
|
||
Lack of Revenues
We have limited operational history. From our inception on June 12, 2008 to April 30, 2013 we have generated only nominal revenues.
Expenses
Our expenses for the three months ended April 30, 2013 were $70,517compared to $279,100 during the same period in 2012. Our expenses for the nine months ended January 31, 2013 were $166,448 compared to $1,106,922 during the same period in 2012. The reason for our increase in expenses during 2012 was the initiation of our business operations upon undertaking our new business focus. The reason for our decrease in expenses during 2013 was the slowdown of our business development, lack of funds and corresponding reduction in our expenditures to develop our business operations and our business focus.
Net Loss
Our net loss for the three months ended April 30, 2013 was $(7,856,431) compared to a net loss of $(280,092) during the same period in 2012. Our net loss for the nine months ended April 30, 2013 was $(8,113,276) compared to a net loss of $(1,027,131) during the same period in 2012. The reason for the fluctuation of the net loss was the slowdown in our business development upon undertaking our new business focus and our inability to raise sufficient funds to complete our business plan. Our net loss was far greater than our expenses in the three months ended April 30, 2013 due to the requirements of GAAP whereby 8,242,180 common shares were issued to settle $467,109 of debt. The shares were valued at a deemed fair market value of $8,407,023 creating a book loss of $7,939,914.
Liquidity and Capital Resources
We had $8,685 in cash on hand as of April 30, 2013. This cash balance is insufficient to fund our levels of operations for the next twelve months. The Company has incurred a net loss of $10,352,399 for the period from June 12, 2008 (inception) to April 30, 2013 and has generated minimal revenues. The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions.
We are contemplating raising additional capital to finance our business plans. There can be no assurance that we will be able to raise the required financing.
We estimate that our expenses over the next 12 months will be approximately $170,000 as described in the table below. These estimates may change significantly depending on the performance of our products in the marketplace and our ability to raise capital from shareholders or other sources.
|
Description
|
Estimated
Completion Date
|
Estimated Expenses
($)
|
||||
|
Business Development
|
12 months
|
120,000
|
||||
|
General and administrative expenses
|
12 months
|
50,000
|
||||
|
Total
|
170,000
|
|||||
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.
FUTURE FINANCINGS
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $170,000 over the next 12 months to pay for our ongoing expenses. These expenses include business development, legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
CRITICAL ACCOUNTING POLICIES
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Fair Value of Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritize the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Our company's financial instruments consist principally of cash and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Basic and Diluted Net Loss Per Common Share
Our company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As at April 30, 2013 and 2012, the Company had no potentially dilutive shares.
Stock Based Compensation
We record stock based compensation in accordance with the guidance in ASC Topic 718 which requires us 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.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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, 2013 we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2013 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
None
None.
None
None
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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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(32)
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Section 906 Certifications
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32.1*
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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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* Filed herewith
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**
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Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Green Hygienics Holdings Inc.
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Date: June 11, 2013
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By: /s/ David Ashby
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David Ashby, President, Chief Financial Officer and Director
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(Principal Executive Officer,
Principal Financial Officer
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and Principal Accounting Officer)
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