GREEN HYGIENICS HOLDINGS INC. - Quarter Report: 2019 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2019

☐ 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.)

13795 Blaisdell Place, Suite 202, Poway, CA 92064

(Address of principal executive offices) (Zip Code)

1-855-802-0299

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered

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 fling requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-Accelerated filer ☒	Smaller reporting company ☒	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be fled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ 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.34,707,835 common shares issued and outstanding as of June 10, 2019.

Table of Contents


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3. Quantitative and Qualitative Disclosures About Market Risk	13

Item 4. Controls and Procedures	13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3. Defaults Upon Senior Securities	13

Item 4. Mine Safety Disclosures	14

Item 5. Other Information	14

Item 6. Exhibits	14

SIGNATURES	15

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, 2018 are not necessarily indicative of the results that may be expected for the full fiscal year.

GREEN HYGIENICS HOLDINGS INC.

Condensed Financial Statements

April 30, 2019

(Expressed in U.S. dollars)

(unaudited)

	Index

Condensed Balance Sheets	4
Condensed Statements of Operations and Comprehensive Loss	5
Condensed Statements of Stockholders’ Deficit	6
Condensed Statements of Cash Flows	7
Notes to the Condensed Financial Statements	8

GREEN HYGIENICS HOLDINGS INC.

Condensed Balance Sheets

(Expressed in U.S. dollars)

	April 30, 2019 $			July 31, 2018 $
	(unaudited)
ASSETS

Current Assets
Cash		188			132
Prepaid expenses		460			460

Total Assets		648			592

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities (Note 4)		197,504			149,491
Loan payable (Note 3)		–			18,750
Due to related parties (Note 4)		258,170			172,961

Total Liabilities		455,674			341,202

Nature of operations and continuance of business (Note 1)
Commitments (Note 5)

Stockholder’s Deficit
Preferred stock, 20,000,000 shares authorized, $0.001 par value		–			–
Common stock, 375,000,000 shares authorized, $0.001 par value
34,707,835 shares issued and outstanding		34,708			34,708
Additional paid-in capital		40,546,930			40,546,930
Deficit		(41,036,664	)		(40,922,248	)

Total Stockholder’s Deficit		(455,026	)		(340,610	)

Total Liabilities and Stockholder’s Deficit		648			592

(The accompanying notes are an integral part of these condensed financial statements)

GREEN HYGIENICS HOLDINGS INC.

Condensed Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	Three Months Ended April 30, 2019 $			Three Months Ended April 30, 2018 $			Nine Months Ended April 30, 2019 $			Nine Months Ended April 30, 2018 $
Expenses
Consulting fees (Note 4)		45,000			30,000			100,000			90,000
General and administrative		2,096			4,898			12,268			19,949

Total Expenses		47,096			34,898			112,268			109,949

Loss Before Other Income (Expense)		(47,096	)		(34,898	)		(112,268	)		(109,949	)

Other Income (Expense)
Gain on forgiveness of debt		-			39,750			-			39,750
Interest expense		(716	)		(693	)		(2,148	)		(2,125	)

Net Loss and Comprehensive Loss		(47,812	)		4,159			(114,416	)		(72,324	)

Net Loss Per Share, Basic and Diluted		–			–			–			–

Weighted Average Shares Outstanding		34,707,835			34,707,835			34,707,835			34,707,835

(The accompanying notes are an integral part of these condensed financial statements)

GREEN HYGIENICS HOLDINGS INC.

Condensed Statements of Stockholders’ Deficit

(Expressed in U.S. dollars)

(unaudited)

Nine Months Ended April 30, 2019 and 2018:

	Common Stock				Additional					Total
	Number of shares		Amount $		paid-in capital $		Deficit $			stockholders’ deficit $

Balance, July 31, 2017		34,707,835		34,708		40,474,372		(40,720,610	)		(211,530	)

Net loss		−		−		−		(72,324	)		(72,324	)

Balance, April 30, 2018		34,707,835		34,708		40,474,372		(40,792,934	)		(283,854	)

Balance, July 31, 2018		34,707,835		34,708		40,546,930		(40,922,248	)		(340,610	)

Net loss		−		−		−		(114,416	)		(114,416	)

Balance, April 30, 2019		34,707,835		34,708		40,546,930		(41,036,664	)		(455,026	)

Three Months Ended April 30, 2019 and 2018

Balance, January 31, 2018	34,707,835	$	34,708	40,474,372	(40,797,093	)	(288,013	)

Net loss	−		−	−	4,159		4,159

Balance, April 30, 2018	34,707,835		34,708	40,474,372	(40,792,934	)	(283,854	)

Balance, January 31, 2019	34,707,835		34,708	40,546,930	(40,988,852	)	(407,214	)

Net loss	−		−	−	(47,812	)	(47,812	)

Balance, April 30, 2019	34,707,835		34,708	40,546,930	(41,036,664	)	(455,026	)

(The accompanying notes are an integral part of these condensed financial statements)

GREEN HYGIENICS HOLDINGS INC.

Condensed Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Nine Months Ended April 30, 2019 $			Nine Months Ended April 30, 2018 $
Operating Activities
Net loss		(114,416	)		(72,324	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt		–			39,750
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		48,013			10,123
Due to related parties		66,459			22,267

Net Cash Provided By (Used In) Operating Activities		56			(184	)

Change in Cash		56			(184	)

Cash, Beginning of Period		132			2,749

Cash, End of Period		188			2,565

Non-cash Investing and Financing Activities
Accounts payable transferred to related party		–			25,551
Loan payable transferred to related party		18,750			–

Supplemental Disclosures:
Interest paid		–			–
Income taxes paid		–			–

(The accompanying notes are an integral part of these condensed financial statements)

GREEN HYGIENICS HOLDINGS INC.

Notes to the Condensed Financial Statements

April 30, 2019

(Expressed in U.S. dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

Green Hygienics Holdings Inc. (the “Company”) was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources, Inc. On June 30, 2010, the name was changed to Takedown Entertainment Inc. On July 24, 2012, the Company changed its name to Green Hygienics Holdings Inc. to pursue alternative energy and other environmentally friendly ventures.

These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at April 30, 2019, the Company has a working capital deficiency of $455,026 and has an accumulated deficit of $41,036,664 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

The accompanying condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the operating results to be attained in the entire fiscal year.

(b) Use of Estimates

The preparation of these condensed financial statements in conformity with U.S. GAAP 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. Actual results could differ from those estimates. 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.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Loan Payable

As at April 30, 2019, the Company owes $nil (July 31, 2018 - $18,750) to a non-related party, which is non-interest bearing, unsecured, and due on demand. On November 1, 2018, pursuant to a debt assignment agreement, the debt was assigned to a company controlled by the President of the Company.

4. Related Party Transactions

(a) As at April 30, 2019, the Company owes $56,824 (July 31, 2018 - $56,824) to a former director of the Company which bears interest at 5% per annum, is unsecured, and is due on demand. In the event of default, the holder may convert the unpaid amount of principal and accrued interest at a price of $0.003 per share of the Company’s common stock. As at April 30, 2019, accrued interest of $14,109 (2018 - $11,961) has been included in accounts payable and accrued liabilities.

GREEN HYGIENICS HOLDINGS INC.

Notes to the Condensed Financial Statements

April 30, 2019

(Expressed in U.S. dollars)

(unaudited)

4. Related Party Transactions (continued)

(b) As at April 30, 2019, the Company owes $201,346 (July 31, 2018 - $116,137) to a company controlled by the President of the Company, which is non-interest bearing, unsecured, and due on demand.

(c) As at April 30, 2019, the Company owes $22,500 (July 31, 2018 - $nil) to a director of the Company, which is included in accounts payable and accrued liabilities.

(d) As at April 30, 2019, the Company owes $12,500 (July 31, 2018 - $nil) to the Chief Technology Officer (“CTO”) of the Company, which is included in accounts payable and accrued liabilities.

(e) During the nine months ended April 30, 2019, the Company incurred $22,500 (2018 - $7,500) in consulting fees to a company controlled by the President of the Company.

(f) During the nine months ended April 30, 2019, the Company incurred $20,000 (2018 - $nil) in consulting fees to a director of the Company.

(g) During the nine months ended April 30, 2019, the Company incurred $20,000 (2018 - $nil) in consulting fees to the CTO.

5. Commitments

(a) On September 1, 2018, the Company entered into a consulting agreement with a director of the Company, whereby the Company agreed to pay a consulting fee of $2,500 per month for a period of two years, which can be extended to four years upon mutual agreement. Additionally, the Company will either grant the director 100,000 shares of common stock per year or 100,000 stock options per year to purchase shares of the Company’s common stock priced at 10% below market value at the date of grant.

(b) On September 1, 2018, the Company entered into a consulting agreement with the CTO, whereby the Company agreed to pay a consulting fee of $2,500 per month for a period of two years, which can be extended to four years upon mutual agreement. Upon completion of a minimum $1,000,000 financing, the Company will increase this payment to $5,000 per month. Upon completion of a minimum $5,000,000 financing or profitable operations, the Company will increase this payment to an amount mutually agreed upon that reflects the market rate for services provided by the CTO.

(c) On September 15, 2018, the Company executed a definitive agreement to acquire a portfolio of IP assets from the CTO, pertaining to the cannabis and urban agriculture industries (the “Asset”). The Asset consists of a destination portal that includes news, reviews, ecommerce and automatic content curation with an integrated E-Commerce system that can be set-up for product sales and marketing. The system is a mobile online directory platform that supports premium listings, self-service, geolocation and reviews and is mobile

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 Takedown Entertainment 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 55,000 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. On July 24, 2012, the Company changed its name to Green Hygienics Holdings Inc.

During 2008, the Company staked one mineral claim located 100 km northwest of Vancouver, British Columbia and acquired a molybdenum property comprised of one mineral claim located approximately 35 kilometers north of Vancouver, British Columbia. We did not proceed with further exploration of the mineral claims due to a determination that the results of our initial geological program did not generate investor interest in the claims and we were unable to finance further exploration. Mineral property costs of $20,000 were expensed during 2009. Both properties have since been abandoned by the Company.

During the years 2009 to June 3, 2015, 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. The Company was negotiating to transfer to the former President of the Company all of its rights to and interests in its mixed martial arts program (Takedown), including any and all Takedown assets, in return for the forgiveness of a liability of $29,812 owing to the former President of the Company.

On June 3, 2015, through the expertise of its new management, Rick Powell and Jim Loseth, we entered into the commercial indoor cultivation business specializing in the construction of cannabis growing facilities and the management thereof. Currently, we are planning to obtain contracts to build marijuana growing operations for third parties.

We were to build pre-fabricated buildings which meet new mandatory fire and energy codes with structural products that are fire, rot, mold, and termite resistant. Our, pre-fabricated Green Hygienics material render the electrical, mechanical and HVAC engineering and installation more efficiently than conventional construction methods. This cuts the initial set up cost and time. Utilizing a sterile growing environment increases the likelihood of meeting requisite quality assurance standards. We use a soilless, scalable, production system. This provides the low running costs and high yielding required to produce the both quality of product, but volume consistently, while maintaining the possible lowest carbon footprint.

On June 1, 2017, David Ashby resigned as a Director.

On June 1, 2017, Rick Powell resigned as CEO and as a Director.

On June 1, 2017, Jim Loseth resigned as COO and as a Director.

On June 1, 2017, Ronald Loudoun was appointed as the President and as a Director.

On August 30, 2018, Matthew Dole was appointed as VP of Business Development and as a Director.

On August 30, 2018, Jeff Palumbo was appointed as Chief technology Officer (“CTO”).

On September 15, 2018, the Company executed a definitive agreement to acquire a portfolio of IP assets from the CTO, pertaining to the cannabis and urban agriculture industries (the “Asset”). The Asset consists of a destination portal that includes news, reviews, ecommerce and automatic content curation with an integrated E-Commerce system that can be set-up for product sales and marketing. The system is a mobile online directory platform that supports premium listings, self-service, geolocation and reviews and is mobile optimized. In exchange for the Asset, the Company will issue 1,000,000 shares of common stock to the CTO.

Results of Operations

We are still in the development stage and have not generated any revenues to date.

Expenses

We incurred operating losses of $41,036,664 from date of incorporation June 12, 2008 to the period ended April 30, 2019. These losses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. An analysis of the loss is as follows:

Expenses

	Nine Months Ended
	April 30, 2019			April 30, 2018			Change
		$			$			$

Consulting fees		100,000			90,000			10,000
General and administrative		12,268			19,949			(7,681	)
Interest expense		2,148			2,125			23
Net loss for the period		(114,416	)		(112,074	)		2,342

In 2018, our auditors 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 revenues. We have generated no revenues to date. The following table provides selected financial data about our company as at April 30, 2019 and July 31, 2018.

Balance Sheet Data:

	April 30, 2019			July 31, 2018
	$			$

Cash and prepaid expenses		601			592
Total assets		601			592
Total liabilities		458,976			341,202
Stockholders' equity (deficit)		(458,375	)		(340,610	)

Liquidity and Capital Resources

Working Capital

	April 30, 2019			July 31,2018
	$			$

Current Assets		648			592
Current Liabilities		455,674			341,202
Working Capital (Deficit)		(455,026	)		(340,610	)

During the nine months ended April 30, 2019 and 2018, we did not raise any cash and had minimal expenditures for operating activities.

Our current cash balance will be unable to sustain operations for the next twelve months. We will be forced to raise additional funds by issuing new debt or equity securities or otherwise. We have raised no funds during the current quarter. 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 no revenue to date.

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions.

We estimate that our expenses over the next 12 months will be approximately $220,000 as described in the table below. These estimates may change significantly depending on the performance of our products in the marketplace and our ability to raise capital from shareholders or other sources.

Description	Estimated Completion Date	Estimated Expenses ($)

Business development	12 months		120,000
General and administrative expenses	12 months		100,000
Total			220,000

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity 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 $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. 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 U.S. 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 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.

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, 2019, 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, 2019 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Saturna Group Chartered Professional Accountants LLP, our independent registered public accounting firm, is not required to and has not provided an assessment over the design or effectiveness of our internal controls over financial reporting.

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

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine safety Disclosures

None.

Item 5. Other Information

On June 1, 2017, Ronald Loudoun was appointed as the President and as a Director.

On August 30, 2018 Matthew Dole was appointed as VP of Business Development and as a Director.

On August 30, 2018 Jeff Palumbo was appointed as Chief technology Officer.

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*		Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

(32)		Section 906 Certifications

32.1*		Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.

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.
	(Registrant)


Date: June 18, 2019	/s/ Ron Loudoun
	Ron Loudoun
	President, Chief Executive Officer, Chief Financial Officer,
	Secretary and Treasurer Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)