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GREEN HYGIENICS HOLDINGS INC. - Quarter Report: 2014 April (Form 10-Q)

greenhygienics10q043014.htm
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, 2014
 
or
 
o          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                    to                     
 
Commission File Number 000-54338
 
GREEN HYGIENICS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
26-2801338
(State or other jurisdiction of incorporation or organization)  
(IRS Employer Identification No.)
   
1937 Pendrell Street, Suite 1004, Vancouver, B.C., Canada V6G 1T4
(Address of principal executive offices) (Zip Code)
   
1-855-922-2368
(Registrant’s telephone number, including area code)
   
                                                                                                                                                    
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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
Accelerated filer                           o
Non-accelerated filer                                             o           
(Do not check if a smaller reporting company)     
Smaller reporting company        x
 
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.
 
11,369,078 common shares issued and outstanding as of June 19, 2014
 
Aggregate market value of voting common equity held by non-affiliates as of June 10, 2014:  $2,000,000 approximately
 
 
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
  Page
     
Item 1.
3
Item 2.
14
Item 3.
17
Item 4.
17
   
PART II - OTHER INFORMATION
  
     
Item 1.
18
Item 2.
18
Item 3.
18
Item 4.
18
Item 5.
18
Item 6.
19
   
20
 
 
PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented.  Because of the nature of our business, the results of operations for the quarterly period ended April 30, 2014 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
  
   
April 30
    
July 31
  
   
2014
    
2013
  
   
(Unaudited)
    
(Audited)
  
Assets
            
Current assets
            
  Cash
  
$
3,531
    
$
4,324
  
  Other receivable
    
-
      
-
  
Total current assets
    
3,531
      
4,324
  
                 
Other assets
    
98,800
      
-
  
                 
Total Assets
  
$
102,331
    
$
4,324
  
                 
Liabilities
                
Current liabilities
                
  Accounts payable and accrued liabilities
  
$
92,497
    
$
23,844
  
  Wind turbines payable
    
158,865
      
-
  
  Management fees payable
    
45,000
      
29,812
  
  Convertible note payable to related party, net of discount $13,188 and $0, respectively
    
31,165
      
-
  
  Loans payable to related party
    
229,136
      
183,226
  
                 
Total current liabilities
    
556,663
      
236,882
  
                 
Total Liabilities
    
556,663
      
236,882
  
                 
Stockholders' Deficit
                
Common Stock, $0.001 par value
375,000,000 Common Shares Authorized       
11,269,078 and  9,298,313 Common Shares Issued and Outstanding as of April 30, 2014
and July 31, 2013, respectively
    
11,269
      
9,298
  
Additional paid-in capital
    
12,402,597
      
10,300,170
  
Stock payable
    
30,000
      
-
  
Deficit accumulated during development stage
    
(12,898,198
)
    
(10,542,026
)
Total stockholders’ deficit
    
(454,332
)
    
(232,558
)
                 
Total liabilities and stockholders’ deficit
  
$
102,331
    
$
4,324
  
                                                                                                  
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)
  
   
Three Months Ended
    
Nine Months Ended
    
to
  
   
April 30,
    
April 30,
    
April 30,
  
   
2014
    
2013
    
2014
    
2013
    
2014
  
                               
REVENUE
  
$
-
    
$
-
    
$
-
    
$
-
    
$
150,000
  
                                         
EXPENSES
                                        
Business system development
    
3,456
      
5,606
      
190,620
      
5,606
      
1,726,546
  
Wind turbine expense
    
141,213
      
-
      
158,865
      
-
      
158,865
  
Compensation expense
    
-
      
-
      
1,680,452
      
-
      
1,680,452
  
Mineral claim impairment loss
    
-
      
-
      
-
      
-
      
20,000
  
Consulting fees
    
28,721
      
7,171,164
      
74,104
      
7,171,164
      
7,466,265
  
Management fees
    
32,749
      
19,762
      
74,749
      
42,262
      
330,461
  
Administration fees
    
25,000
      
2,500
      
63,527
      
27,000
      
115,527
  
Finance fee
    
30,881
      
-
      
30,881
      
-
      
30,881
  
General and administration
    
24,270
      
17,649
      
62,531
      
66,580
      
524,981
  
Total Expenses
    
286,290
      
7,216,681
      
2,335,729
      
7,312,612
      
12,053,978
  
                                         
Net loss from operations before other expense
    
(286,290
)
    
(7,216,681
)
    
(2,335,729
)
    
(7,312,612
)
    
(11,903,978
)
                                         
Loss on conversion of debt
    
-
  
 
  
(793,750
 )     
-
      
(793,750
)
    
(900,535
)
Foreign exchange gain (loss)
    
203
      
-
      
(1,141
)
    
-
      
(1,141
)
Interest on debt
    
(10,618
)
    
-
      
(19,302
)
    
(6,914
)
    
(92,544
)
                                         
Net loss before income tax
    
(296,705
)
    
(8,010,431
)
    
(2,356,172
)
    
(8,113,276
)
    
(12,898,198
)
Provision for income tax
    
-
      
-
      
-
      
-
      
-
  
                                         
Net Loss
  
$
(296,705
)
  
$
(8,010,431
)
  
$
(2,356,172
)
  
$
(8,113,276
)
  
$
(12,898,198
)
                                         
Basic and diluted loss per share
  
$
(0.03
)
  
$
(1.93
)
  
$
(0.23
)
  
$
(5.83
)
        
                                         
Weighted average number of shares outstanding
    
11,158,426
      
4,159,114
      
10,444,816
      
1,392,145
          
 
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, 2014 – unaudited
(Stated in US Dollars)

                                 
Deficit
        
                                 
Accumulated
        
                           
Stock
    
During
    
Total
  
   
Common Stock
    
Paid in
    
Stock
    
Subscription
    
Exploration
    
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
  
 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
    
1,000,000
      
1,000
      
249,000
      
-
      
-
      
-
      
250,000
  
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
    
-
      
-
      
9,266
      
-
      
-
      
-
      
9,266
  
Net loss for year
    
-
      
-
      
-
      
-
      
-
      
(8,302,903
)
    
(8,302,903
)
Balance, July 31, 2013
    
9,298,313
    
$
9,298
    
$
10,300,170
    
$
-
    
$
-
      
(10,542,026
)
  
$
(232,558
)
                                                         
Shares issued for:
                                                        
 Cash
    
435,000
      
435
      
217,065
      
11,250
      
-
      
-
      
228,750
  
 To settle
  account payable
    
381,000
      
381
      
546,819
                              
547,200
  
Fees for services
    
1,079,765
      
1,080
      
1,306,055
      
         18,750
      
-
      
-
      
1,325,885
  
Imputed interest
    
-
      
-
      
11,992
      
-
      
-
      
-
      
11,992
  
Discount on
 convertible note
    
-
      
-
      
20,571
      
  -
      
  -
      
  -
      
20,571
  
Net loss for nine months
 
  
-
      
-
      
-
      
-
      
-
      
(2,356,172
)
    
(2,356,172
)
Balance, April 30, 2014
    
11,269,078
    
$
11,269
    
$
12,402,597
    
$
30,000
    
$
-
    
$
(12,898,198
)
  
$
(454,332
)
 
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, 2014
    
For the nine
months ended
April 30, 2013
    
From inception
(June 12, 2008) to
April 30, 2014
  
Cash Flow from Operating Activities
                  
Net loss
  
$
(2,356,172
)
  
$
(8,113,276
)
  
$
(12,898,198
)
Adjustments to reconcile net loss to net cash used:
                        
  Imputed interest
    
11,992
      
6,914
      
25,687
  
  Loss on conversion of debt
    
-
      
793,750
      
900,535
  
  Discount amortization
    
7,383
      
-
      
7,383
  
  Stock based compensation
    
1,325,885
      
16,800
      
1,342,685
  
  Loss on settlement of accounts payable
    
432,950
      
7,146,164
      
7,579,114
  
Changes in:
                        
  Other receivable
    
-
      
(590
)
    
-
  
  Accounts payable and accrued liabilities
    
68,653
      
            12,220
      
1,413,615
  
  Management fees payable
    
15,188
      
-
      
45,000
  
  Wind turbines payable
    
158,865
      
-
      
158,865
  
Net cash used in operating activities
    
(335,256
)
    
(138,018
)
    
(1,425,314
)
                         
                         
Cash Flow from Investing Activities
                        
Deposit paid for acquisition
 
$
          (98,800
)
  
$
-
    
$
(98,800
)
Net cash used in investing activities
  
$
(98,800
)
  
$
-
    
$
(98,800
)
 
                        
                         
Cash Flow from Financing Activities
                        
Repayment of related party debt
    
(3,060
 )     
-
      
(3,060
 ) 
Proceeds from shares  issued for cash
    
228,750
      
75,000
      
933,750
  
Loans payable to related party
    
207,573
      
71,703
      
576,955
  
Proceeds from common stock issued to founder
    
- 
      
- 
      
20,000
  
Net cash provided by financing activities
  
$
433,263
    
$
146,703
    
$
1,527,645
  
                         
Change in cash for the period
    
(793
)
    
8,685
      
3,531
  
Cash at beginning of period
    
4,324
      
-
      
-
  
Cash at end of period
  
$
3,531
    
$
8,685
    
$
3,531
  
                         
Cash Paid For:
                        
  Interest
  
$
-
    
$
-
    
$
-
  
  Income Tax
  
$
-
    
$
-
    
$
-
  
Non cash transactions:
                        
  Settlement of accounts payable with common shares
  
$
          114,250
    
$
-
    
$
114,250
  
  Discount on convertible note
  
$
            20,571
    
$
-
    
$
20,571
  
  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, 2014
(unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the State of Nevada on June 12, 2008. On June 30, 2010 the Company changed its name to Takedown Entertainment Inc. and changed its business focus to mixed martial arts media entertainment. On July 24, 2012 the Company changed its name to Green Hygienics Holdings Inc. and is pursuing alternative energy and other environmentally friendly ventures.

The Company needs to raise additional capital to further its 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 has been in negotiations with several potential business combination candidates. There can be no assurances that a definitive agreement will be entered into or that a subsequent transaction will be closed.

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 the results of operations for the periods presented have been reflected herein.
 
REVENUE RECOGNITION
 
The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, REVENUE RECOGNITION ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

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 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.

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, 2014 the Company had $3,531 in cash or cash equivalents (July 31, 2013 cash of $4,324). 
 
DEVELOPMENT STAGE COMPANY
 
The Company is considered a development stage company, having limited (nil) operating revenues during the period presented, 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 are generated from management’s intended operations, among other things. 
  
 
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 prioritizes 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, accounts payable 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.
 
INCOME TAXES
 
The Company had adopted Accounting Standard Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. As of April 30, 2014, a deferred tax asset (which arises solely as a result of net operating losses), has been entirely offset by a valuation reserve due the uncertainty that this asset will be realized in the future.

BASIC AND DILUTED NET LOSS PER COMMON SHARE
 
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at April 30, 2014 and 2013, the Company had no potentially dilutive shares.

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 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. 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.
 
 
IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

FOREIGN CURRENCY TRANSLATION

Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.
 
CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company follows guidance under ASC 250-10-45-23 for reporting any error in the financial statements of a prior period discovered after the financial statements are issued or are available to be issued. The current comparative statements as presented reflect the retroactive application of any error corrections. Those items that are reported as error corrections in the Company’s restatements of net income and retained earnings, as well as other affected balances for all periods reported there-in, are disclosed in Note 9 of the footnotes to the financial statements presented herein.
 
BENEFICIAL CONVERSION FEATURE OF DEBENTURES AND CONVERTIBLE NOTE PAYABLE

In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert his debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debentures and related accruing interest, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight line method.

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 $12,898,198 for the period from June 12, 2008 (inception) to April 30, 2014 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, convertible debenture 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 - OTHER ASSETS

The Company has agreed to purchase a 50% interest in BION for a total of $2,500,000, a company wholly owned by Aartha USA Inc. To complete the purchase of its 50% interest in BION the Company has agreed to a cash payment of $50,000, further cash payments of $25,000 within thirty days from the initial cash payment, $25,000 within sixty days of the initial cash payment, $25,000 within ninety days of the initial cash payment and $125,000 within one hundred fifty days of the initial cash payment at which 10% of BION will be transferred to the Company. After the remaining $2,250,000 is paid within twelve months or an agreed upon date, the remaining 40% of BION will be transferred to the Company.
 
 
Aartha is an approved licensee of a patented hybrid iron/vanadium chemical solution technology developed and owned by PNNL Labs. PNNL has agreed to license Aartha its solution technology for a period of thirty years for the areas of North and South America and Aartha has agreed to supply BION with the solution technology for thirty years.

As of April 30, 2014, the Company paid $98,800 in cash and recorded as other assets in the balance sheet. The payment made as of the period end does not enable the Company to obtain control; in order to acquire 10% control of BION, the Company must pay a total of $125,000.
 
During the same period ended April 30, 2014, the Company entered into a definitive agreement with AARTHA with the specified terms above. In addition, there is a management contract agreed upon whereby the Company shall compensate BION CANADA an annual consulting fee of $120,000.  As of April 30, 2014, the Company has recorded a management fee accrual of $27,288.
 
NOTE 5 - RELATED PARTY TRANSACTIONS

During the nine months ended April 30, 2014 the Company incurred management fees of $63,000 to a director of the Company for services as an officer of the Company (2013- $21,000). At April 30, 2014 the director is owed $45,000. This debt for fees owing is unsecured, non-interest bearing and with no fixed terms of repayment.

The Company issued 1,000,000 shares of common stock November 7, 2013 to the president of the Company in lieu of options for service. The shares were value at $1,200,000, which is the fair market value on date of grant.

As of April 30, 2014 the Company has an outstanding balance due to a related party of $117,636.  During the nine months ended April 30, 2014 the Company settled $114,250 of the then outstanding balance by the issuance of 456,000 shares of common stock. The shares were value at $547,200.  The excess of $432,950 was recorded as a loss on conversion.
 
During the period ended April 30, 2014, the Company borrowed an additional $51,720 and made cash repayment of $3,060 leaving a balance owing of $117,636 as of March 31, 2014.  The debt is unsecured, non-interest bearing with no fixed terms of repayment. For the nine months ended April 30, 2014 the Company recorded $9,723 in imputed interest expense as a credit to Additional Paid in Capital.

During the period ended April 30, 2014, the Company borrowed $111,500 from a related party. The debt is unsecured, non-interest bearing with no fixed terms of repayment. The company recorded $2,269 in imputed interest as a credit to Additional Paid in Capital.
 
During the period ended April 30, 2014, the Company entered into a note payable agreement with a related party for a principal balance of $44,353; the debenture payable is unsecured, bears simple interest at 10% per annum, is due in full December 9, 2014 and is convertible to common shares at $0.50 per share.  See NOTE 6.
 
NOTE 6 - NOTE PAYABLE FROM RELATED PARTY

The Company entered into a note payable agreement with a related party for a principal balance of $44,353; the debenture payable is unsecured, bears simple interest at 10% per annum, is due in full December 9, 2014 and is convertible to common shares at $0.50 per share.  The Company recorded a discount of $20,571 due to this beneficial conversion feature.  The discount was accreted over the term of the note, and the net note balance as of April 30, 2014 was $31,165.  As of April 30, 2014 the Company recorded amortization expense of $7,383 and accrued interest of $1,741.

NOTE 7 - WIND TURBINES PAYABLE

On January 16, 2014 the Company entered an option agreement whereby the Company holds the option to acquire twelve 2 megawatt wind turbines for a total of $2,280,000 or $190,000 per each turbine.  An option fee of $150,000 was agreed upon and due within 21 days which was paid. The option may be terminated by the option holder if the Company does not buy at least one turbine before July 19, 2014. The options fee served as a retainer use to pay for expenses related to the maintenance of the turbines such as storage fees, harbor fees, government fees or any other cost related to the storage, removal, loading, freight, logistics, transportation, duties and taxes.

A fee of 2% per month is to be paid by the Company calculated on the outstanding balance for any turbines not paid for and the Company has agreed to pay all additional fees and charges related to the maintenance and holding of the turbines. This fee is accrued until the earlier of (i) the first closing or (ii) July 19, 2014 the accrual end date. As of April 30, 2014, the Company accrued a total of $158,865 in fees. Once the option is exercised for an accumulated six turbines, the remaining six turbines must also be paid for at that time. The option expires January 18, 2015.      

 
 NOTE 8 - 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 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:
–191 shares of common stock were issued for cash of $45,000;
–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 as determined between the parties at the date of authorization at $16,800.
 
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 and recognized a loss on
settlement of $793,750 because the shares were valued based on their fair market value using the market price on the date of settlement which amount was greater than the debt, resulting in a loss;
– 7,367,180 shares of common stock fairly valued between the parties at market were issued in the settlement of $123,192 in management fees and $245,167 of debt.  A loss on settlement of $7,146,164 was recorded because the shares were valued based on their fair market value using the market price on the date of settlement which amount was greater than the debt, resulting in a loss;
 
During the fourth quarter ended July 31, 2013:
- The Company issued 1,000,000 common shares valued at $0.25 per share and received $250,000 cash.

During the period ended April 30, 2014:
- The Company sold 457,500 shares of common stock for the receipt of $228,750, as of April 30, 2014 the Company issued 435,000 shares; the remaining unissued shares of 22,500 value at $11,250 is recorded as a stock payable.
- Issued 1,000,000 shares of common stock, authorized on August 20, 2013 to the president of the Company in lieu of options fairly valued at $1,200,000, which is the fair market value on date of grant.
- On November 7, 2013, the Company issued 64,000 shares of common stock for service.  The shares were value at $64,800 which is the fair market value on date of grant.
- On August 20, 2013 authorized 456,000 shares of common stock in settlement of debt of $114,250. The shares issued were value at $547,200 which is based on fair market value on date of grant.  As a result of the conversion, the Company recorded a loss on conversion of $432,950.
-  On November 17, 2013, the Company issued 90,765 shares to outside consultant. The shares were value at $61,085 which is based on the fair market value on date of grant.
 
 
NOTE 9 – CORRECTION OF PRIOR PERIOD ERROR, RESTATEMENT OF FINANCIAL STATEMENTS

During the period ended October 31, 2013 the Company authorized a total of 1,456,000 shares of common stock for services.  The restatement relates to the valuation of the shares at date of grant based on the fair market value.  The Company’s restatement of its financial statements for the balance sheet and operations for the period ended October 31, 2013 is as follow:

BALANCE SHEET
  
October 31, 2013
  
   
as filed
    
adjustments
      
restated actual
  
                     
Assets
                    
Current assets
                    
  Cash
   $ 912             $ 912  
Total current assets
     912               912  
                         
Total Assets
   $ 912             $ 912  
                         
Liabilities
                        
Current liabilities
                        
  Accounts payable and accrued liabilities
   $ 25,480             $ 25,480  
  Management fees payable
     29,812               29,812  
  Loan payable to related party
     181,947       (114,250 )
(a)
     67,697  
Total current liabilities
     237,239                 122,989  
                           
Total Liabilities
     237,239                 122,989  
                           
Stockholders' Deficiency
                          
Common Stock, $0.001 par value 375,000,000 Common Shares
Authorized 9,298,313 Common Shares issued and outstanding
as of October 31, 2013 and July 31, 2013, respectively
     9,298                 9,298  
Stock payable
     60,000       1,747,200  
(a)
     1,807,200  
Additional paid-in capital
     10,303,816                 10,303,816  
Deficit accumulated during development stage
     (10,609,441 )     (1,632,950 )
(a)
     (12,242,391 )
Total stockholders deficit
     (236,327 )               (122,077 )
                           
Total liabilities and stockholders equity
   $ 912               $ 912  
 
STATEMENT OF OPERATIONS
                          
                           
Revenue
   $ -               $ -  
                           
Expenses:
                          
Mining claims
     -                 -  
Administration fees
     8,500                 8,500  
Business development
     23,319                 23,319  
Stock Compensation Expense
     -       1,632,950  
(a)
     1,632,950  
Management fees
     21,000                 21,000  
General and administrative expense
     10,950                 10,950  
Total Expenses
     63,769                 1,696,719  
                           
Net loss from operations before other :
     (63,769 )               (1,696,719 )
Loss on conversion of debt
     -                    
Interest on debt
     (3,646 )               (3,646 )
Net loss before income tax
     (67,415 )               (1,700,365 )
Provision for income tax
     -                    
Net Income (Loss)
   $ (67,415 )             $ (1,700,365 )
                           
Basic & Diluted (Loss) per Common Share:
   $ (0.01 )             $ (0.18 )
Weighted Average Number of Common Shares:
     9,298,313                 9,298,313  
 
(a)  Relates to shares issued for service and settlement of liability

 
NOTE 10 - SUBSEQUENT EVENTS

Subsequent to period ended April 30, 2014, the Company issued 100,000 shares of common stock for cash.  The Company received a total proceed of $50,000 as a result of the sale.

There were no other events subsequent to the date of these financial statements which would have had a material effect on the financial statements at April 30, 2014.
 
 
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. 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) such that its authorized capital decreased from 375,000,000 to 187,500 shares of common stock. Subsequently the Company increased its authorized capital to 200,000,000 shares of common stock.
 
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.
 
The Company is reviewing its options for its mixed martial arts “Takedown" business. However, the Company needs 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 business combination. The Company is in negotiations with potential business combination candidates. However, there can be no assurances that a definitive agreement will be entered into or that a subsequent transaction will be closed.

During the period ended April 30, 2014 the Company has made additional trips to Fortaleza in the state of Ceara, Brazil in the furtherance of its Clean Technology Solutions and secured the option to acquire twelve 2 megawatt wind turbines. We have established and continue to advance relationships with local (Brazil) entrepreneurs and businesses with the intention of establishing a wholesale distribution company for cleantech products and to supply or look at building wind and solar farms for power generation.
 
The Company continues to advance its relationship with existing cash flow businesses in the oil and gas industry and continues to support the advancement to commercialization of the Aartha redux flow battery.
 
We anticipate that we will incur $100,000 for administrative expenses, including professional legal and accounting expenses associated with compliance with our periodic reporting requirements over the next twelve months, and approximately $10,000 per month to continue with our business development plus $2,280,000 to acquire the twelve wind turbines. We had $3,531 in cash reserves as of the period ended April 30, 2014.

Plan of Operation

We are 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; locating a joint venture partner or partners; engaging in borrowing
 
We intend to use any funds raised to assess and acquire a twenty plus year power purchase agreement (‘PPA’).
 
 
We had $3,531 in cash on hand as of April 30, 2014. This cash balance is insufficient to fund our levels of operations for the next twelve months. As a result we need 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, 2014
    
July 31, 2013
  
Current Assets
  
$
3,531
    
$
4,324
  
Total Assets
  
$
102,331
    
$
4,324
  
Current Liabilities
  
$
556,663
    
$
236,882
  
Total Liabilities
  
$
556,663
    
$
236,882
  
Stockholders' Equity (Deficiency)
  
$
(454,332
)
  
$
(232,558
)

Lack of Revenues

We have limited operational history. From our inception on June 12, 2008 to April 30, 2014 we have generated only nominal revenues, insufficient to meet our financing needs.

Expenses

Our expenses for the three months ended April 30, 2014 were $286,290 compared to $7,216,681 during the same period in 2013.  Our expenses for the nine months ended April 30, 2014 were $2,335,729 compared to $7,312,612 during the same period in 2013.  The reason for our decrease in expenses during 2014 was due to more shares being settle for services in 2013 compare to 2014.  During 2013, the Company issued 7,381,180 common stock for services compare to1,000,000 shares issued in 2014.

Net Loss

Our net loss for the three months ended April 30, 2014 was $(296,705) compared to a net loss of $(8,010,431) during the same period in 2013.  Our net loss for the nine months ended April 30, 2014 was $(2,356,172) compared to a net loss of $(8,113,276) during the same period in 2013.  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 $3,531 in cash on hand as of April 30, 2014. This cash balance is insufficient to fund our levels of operations for the next twelve months. The Company has incurred a net loss of $12,898,198 for the period from June 12, 2008 (inception) to April 30, 2014 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. In addition we require $2,280,000 over the next year to successfully exercise our option to acquire the twelve wind turbines. 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
  
Wind turbines
  
12 months
    
2,280,000
  
Total
        
2,500,000
  
 
 
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 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, 2014 and 2013, our company had no potentially dilutive shares.

Stock Based Compensation

Our company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires our company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of April 30, 2014 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, 2014 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
 
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
457,500 common shares authorized for cash of $228,750.  As of April 30, 2014, the Company issued 435,000 and the remaining 22,500 is recorded as a stock payable of $11,250.  The cash was used for administration and general working capital

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  [Removed and Reserved]

Item 5.  Other Information

None
 
 
Item 6.  Exhibits

Exhibit Number
Description
(3)
(i) Articles of Incorporation; (ii) By-laws
3.1
Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
3.2
By-laws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
3.3
Certificate of Amendment (Incorporated by reference to our Current Report on Form 8-K filed on July 1, 2010).
(10)
Material Contracts
10.1
Convertible Loan Agreement dated January 31, 2011 between our company and Triumph Capital Inc. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.2
Director Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
10.3
Consulting Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
10.4
Advertising Agreement dated May 12, 2011 between our company and Dr. Diego Allende (Incorporated by reference to our Current Report on Form 8-K filed on May 12, 2011).
10.5
Consulting Agreement dated August 11, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on August 18, 2011).
10.6
Share Cancellation Agreement dated August 30, 2011 between our company and Peter Wudy (Incorporated by reference to our Current Report on Form 8-K filed on August 31, 2011).
10.7
Consulting Agreement dated September 7, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on September 23, 2011).
10.8
Stock Option Plan (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
10.9
Form of Stock Option Agreement (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
(21)
Subsidiaries of the Registrant
21.1
Takedown Fight Media Inc.
(31)
Section 1350 Certifications
31.1*
(32)
Section 906 Certifications
32.1*

101
Interactive Data Files
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith
 
 
SIGNATURES
 
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.

 
Green Hygienics Holdings Inc.
   
Date:  June 20, 2014
By:  /s/ David Ashby
  
 
David Ashby, President, Chief Financial Officer and Director
 
(Principal Executive Officer, Principal Financial Officer
 
and Principal Accounting Officer)
  
 
 
20