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Lord Global Corp - Quarter Report: 2016 April (Form 10-Q)

Form 10-Q Quarterly Report


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


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

 

For the quarterly period ended April 30, 2016


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


Commission file number: 333-186706


Bigfoot Project Investments Inc.

(Exact name of registrant as specified in its charter)


Nevada

 

45-3942184

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


570 El Camino Real NR-150, Redwood City, CA

 

94063

(Address of principal executive offices)

 

(Zip Code)


(415) 518-8494

(Registrant’s telephone number, including area code)


Southwest Business Services, LLC

701 N Green Valley Pkwy

Henderson, NV 89074

(702) 990-3320

(Name, address and telephone number for agent for service)


Indicate by check mark whether the issuer (1) 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.

Yes  X .  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).

Yes  X .  No      .


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


Large accelerated filer      .

Accelerated filer      .

 

 

Non-accelerated filer      .  (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).

Yes      .  No  X .


The number of shares of Common Stock, $0.001 par value, outstanding on June 13, 2016 was 208,717,000 shares.








BIGFOOT PROJECT INVESTMENTS INC.

QUARTERLY PERIOD ENDED APRIL 30, 2016


Index to Report on Form 10-Q


 

 

 

Page No.

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements

3

 

 

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

12

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

15

 

 

 

 

Item 4.

 

Controls and Procedures

15

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

Item 1.

 

Legal Proceedings

16

 

 

 

 

Item1A.

 

Risk Factors

16

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

16

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

16

 

 

 

 

Item 4.

 

Mine Safety Disclosures

16

 

 

 

 

Item 5.

 

Other Information

16

 

 

 

 

Item 6.

 

Exhibits

17

 

 

 

 

 

 

Signature

18


Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Bigfoot Project Investments, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," “Bigfoot,” "our," "us," the "Company," refers to Bigfoot Project Investments, Inc.





2






PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS





BIGFOOT PROJECT INVESTMENTS, INC.


Condensed Financial Statements


(Expressed in US dollars)


April 30, 2016 (unaudited)






Financial Statement Index




Condensed Balance Sheets (unaudited)

4

 

 

Condensed Statements of Operations (unaudited)

5

 

 

Condensed Statements of Cash Flows (unaudited)

6

 

 

Notes to the Consolidated Financial Statements (unaudited)

7



















3







BIGFOOT PROJECT INVESTMENTS, INC.

Balance Sheets

As of April 30, 2016 and July 31, 2015

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

April 30, 2016

 

 

July 31, 2015

 

 

(Unaudited)

 

 

(Audited)

Current Assets

 

 

 

 

 

Cash

$

19,163

 

$

221

Money Market

 

2,139

 

 

-

Restricted Cash

 

-

 

 

22,937

Inventory

 

5,377

 

 

3,168

Total current assets

 

26,679

 

 

26,326

 

 

 

 

 

 

Other Assets

 

 

 

 

 

Website Development

 

5,500

 

 

5,500

Accumulated Amortization

 

(5,500)

 

 

(4,616)

Total Other Assets

 

-

 

 

884

 

 

 

 

 

 

Total Assets

$

26,679

 

$

27,210

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Advance from shareholders

$

81,341

 

$

59,715

Accrued Interest

 

63,799

 

 

49,278

Subscriptions payable received subject to refund

 

-

 

 

22,930

Promissory note - related party

 

484,518

 

 

484,518

Total current liabilities

 

629,658

 

 

616,441

 

 

 

 

 

 

Total Liabilities

 

629,658

 

 

616,441

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

Common stock, $0.001 par value; 250,000,000 shares authorized, 207,490,000 issued and outstanding as of 07/31/2015 and 04/30/2016, respectively

 

207,490

 

 

207,490

Shares to be Issued

 

31,300

 

 

-

Accumulated deficit

 

(841,769)

 

 

(796,721)

 

 

 

 

 

 

Total stockholders' deficit

 

(602,979)

 

 

(589,231)

 

 

 

 

 

 

Total liabilities & stockholders’ deficit

$

26,679

 

$

27,210

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 









4







BIGFOOT PROJECT INVESTMENTS, INC.

Statements of Operations

(Unaudited)

 


 

 

Three Months

Ended

 

Three Months

Ended

 

Nine Months

Ended

 

Nine Months

Ended

 

 

April 30, 2016

 

April 30, 2015

 

April 30, 2016

 

April 30, 2015

 

 

 

 

 

 

 

 

 

Revenue

$

339

$

963

$

1,955

$

1,674

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

-

 

320

 

166

 

325

 

 

339

 

643

 

1,789

 

1,349

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Professional fees

 

5,925

 

500

 

18,540

 

2,700

Expedition Expenses

 

7,623

 

-

 

7,623

 

-

General and administrative

 

1,524

 

1,899

 

6,154

 

4,677

Total operating expenses

 

15,072

 

2,399

 

32,317

 

7,377

 

 

 

 

 

 

 

 

 

Net loss from operations

 

(14,733)

 

(1,756)

 

(30,528)

 

(6,028)

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Interest Income

 

1

 

1

 

2

 

1

Interest Expense

 

(4,840)

 

(4,840)

 

(14,521)

 

(14,521)

 

 

 

 

 

 

 

 

 

Net loss

$

(19,573)

$

(6,595)

$

(45,047)

$

(20,548)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per shares

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

207,490,000

 

207,490,000

 

207,490,000

 

207,490,000


The accompanying notes are an integral part of these unaudited financial statements.





5







BIGFOOT PROJECT INVESTMENTS, INC.

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

Nine Months

Ended

 

Nine Months

Ended

 

 

April 30, 2016

 

April 30, 2015

Cash flow from operating activities:

 

 

 

 

Net loss

$

(45,047)

$

(20,549)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Accumulated Amortization

 

884

 

1,386

Change in operating liabilities:

 

 

 

 

Accounts Receivable

 

-

 

(321)

Inventory

 

(2,209)

 

169

Accounts Payable

 

-

 

190

Accrued Interest

 

14,521

 

14,521

Net cash used in operating activities

 

(31,851)

 

(4,604)

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

Change in restricted cash

 

22,937

 

(22,942)

Proceeds from sale of IPO subject to refund

 

(22,930)

 

22,930

Proceeds for April 2016 Offering

 

31,300

 

-

Proceeds for advances from shareholders

 

21,626

 

3,556

Net cash provided by financing activities

 

52,933

 

3,544

 

 

 

 

 

Net (decrease) increase in cash

 

21,082

 

(1,060)

Cash at beginning of period

 

221

 

1,377

Cash at end of period

$

21,303

$

317

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

Cash paid for income taxes

$

-

$

-

 Cash paid for interest expense

$

-

$

-

 

 

 

 

 




The accompanying notes are an integral part of these unaudited financial statements.




6






BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS



NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization, Nature of Business and Trade Name


A summary of significant accounting policies of Bigfoot Project Investments, Inc. (the “Company”), a company organized in the state of Nevada, is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the companying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.


The Company was incorporated in the State of Nevada on November 30, 2011. The company’s administrative office is located at 570 El Camino Real NR-150, Redwood City, CA and its fiscal year ends July 31. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was established as an entertainment investment company.


The Company’s mission is to create exciting and interesting proprietary investment projects, entertainment properties surrounding the mythology, research, and potential capture of the creature known as Bigfoot. The Company will perform research in determining the existences of an elusive creature commonly known as Bigfoot. For the past six years the research team, that has joined the company, has performed research on expeditions throughout the United States and Canada.


The Company’s key competitive advantage is the in-house developed knowledge base and the advanced level of maturity of their projects developed and currently owned by our current officers and shareholders. The Company will capitalize on the current stock pile of these projects through contract agreements which will allow the Company to continue creation of media properties and the establishment of physical locations, partnerships, and strategic alliances with organizations to augment investment markets to create revenue as a stand-alone enterprise


Basis of Presentation


The accompanying unaudited balance sheet as of April 30, 2016 has been derived from the audited financial statements. The accompanying unaudited interim financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. Operating results and cash flows for interim periods are not necessarily indicative of the results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our 10-K for the year ended July 31, 2015 filed on SEC website on November 24, 2015.


Use of Estimates


The preparation of unaudited condensed financial statements in accounting principles generally accepted in the United States of America 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. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.


Actual results could differ from those estimates. The company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.


Cash


For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of July 31, 2015 and April 30, 2016, the Company has unrestricted cash of $221 and $21,302, respectively. The Company does not have any cash equivalents as of July 31, 2015 or April 30, 2016.



7






Website Development Cost


The Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 305-50-15 and 350-50-25, the Company capitalizes cost incurred to develop a website as website development costs, which are amortized on a straight line basis over the estimated useful lives of three (3) years. Upon becoming fully amortized, the related costs and accumulated amortization are removed from the account.


Restricted Cash


For the purposes of the statement of cash flows, the Company does not consider the restricted cash listed on the balance sheet to be a cash equivalent. These funds are amounts received for outstanding stock subscriptions related to the current offering. Due to the fact that the Company did not meet the stated minimum of stock subscription sales as of April 30, 2016 these funds have been refunded. As of July 31, 2015 the Company had restricted cash of $22,937.


Inventory Valuation


We value our inventory at the lower of cost or market. Market is determined based on net realizable value. Cost is determined on a “first-in, first-out” basis, which approximates actual cost. We have no policy for a reserve for excess and obsolete inventory based on forecasted demand since inventory generally does not become obsolete.


Income Tax


The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


Revenue Recognition


The Company recognizes revenue from the sale of goods and services in accordance with ASC 605, "Revenue Recognition." Revenue consists of proceeds and commissions from sale of DVDs and videos. Revenue is recognized only when all of the following criteria have been met:


i.

Persuasive evidence for an agreement exists

ii.

Goods (DVD) have been delivered

iii.

The fee is fixed or determinable

iv.

Revenue is reasonably assured


Revenue is recognized in the period product is delivered where product price is fixed or determinable and collectability is reasonably assured. The company generated revenue in the amounts of $339 for the quarter ended April 30, 2016.


Fair Value Measurements


In January 2010, the FASB ASC Topic 825, “Financial Instrument”, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, “Fair Value Measurements and Disclosure”, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.


Various inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.


·

Level 1 – observable market in-puts that are unadjusted quoted prices for identical assets or liabilities in active markets.

·

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

·

Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).



8






The Company’s adoption of FASB ASC Topic 825 effectively at the inception did not have a material impact on the Company’s financial statements.


The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company does not have financial assets as an investment carried at fair value on a recurring basis as of January 31, 2016. The Company’s financial instruments consist of cash, accounts receivable, accrued expenses and related party notes payable. The carrying amount of these financial instruments approximates fair value either based on the length of maturities or interest notes that approximate prevailing market rates unless otherwise discussed in these financial statements.


Common Stock


The holders of the Company’s common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.


Basic and Diluted Earnings per Share


Basic earnings per share are based on the weighted-average number of shares of common stock outstanding.


The FASB ASC Topic 260, “Earnings per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution.


Diluted earnings per share are based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company does not have diluted effects on common stock as there was no warrant or option issued.


Basic and diluted earnings per share are the same as there was no dilutive effect of outstanding stock options for the period ended April 30, 2016.


The following is a reconciliation of basic and diluted earnings per share for the nine months ended April 30, 2016 and 2015:


 

 

Period Ended

 

Period Ended

 

 

April 30, 2016

 

April 30, 2015

Numerator:

 

 

 

 

 Net (loss) available to common shareholders

$

(45,047)

$

(20,548)

 

 

 

 

 

Denominator:

 

 

 

 

 Weighted average shares – basic

 

207,490,000

 

207,490,000

 

 

 

 

 

 Net (loss) per share – basic and diluted

$

(0.00)

$

(0.00)


Recent Accounting Pronouncements


In June 2014, the FASB issued ASU 2014-10 “Development Stage Entities” (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation The amendment results in the removal of all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby, improving financial reporting by eliminating the cost and complexity associated with providing that information.



9






The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim period therein. For other entities, the amendments are effective for annual reporting periods beginning after December 15, 2014, and interim reporting periods beginning after December 15, 2015. The Company’s adoption of the new standard is not expected to have a material effect on the Company’s consolidated financial position or results of operations.


In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) (collectively, the Boards) jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under US GAAP and IFRS. This converged standard is effective for annual and interim periods beginning after December 15, 2016. The Company is currently assessing the potential effects on our financial condition and results of operations.


NOTE 2 - GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of American applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.


Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.


The ability of the company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.


In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital.


Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operation and growth. Management may raise additional capital by future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.


NOTE 3 – ADVANCE FROM SHAREHOLDERS


In the year ending July 31, 2012, the company has $21,988 loan which were advances from shareholders, bearing no interest and due on demand. In the year ending July 31, 2013, additional advances were made in the amount of $4,220; these advances bear no interest and are due on demand.


In the year ending July 31, 2013, a majority shareholder paid $9,086 for inventories for the Company. In the year ending July 31, 2014 additional advances of $6,650 were made. These advances bear no interest and are due on demand.


In the year ending July 31, 2015, shareholders advanced additional funds in the amount of $22,633. In the nine-month period ending April 30, 2016, shareholders advanced additional funds in the amount of $ 21,626. The balances of Advances from shareholders were $81,341 and $59,715 as of April 30, 2016 and July 31, 2015.


NOTE 4 – PROMISSORY NOTE – RELATED PARTY


In January 2013, Bigfoot Project Investments, Inc. executed a promissory note in the amount of $484,029 as part of the asset transfer agreement for the transfer of all assets held by Searching for Bigfoot, Inc. In August 2013, the Company increased the balance of the promissory note by $489 to add an asset that was not included in the original transfer The terms of the note are that the unpaid principle and the accrued interest are payable in full on January 31, 2017.



10






The interest rate stated on the note is 4.0% (four percent). Monthly payments are not required in the note; however, the note does contain a prepayment clause that allows for payments to be made prior to the due date with no detrimental effects.


Interest expense for the nine months ended April 30, 2016 and 2015 was $14,521 and $14,521.


NOTE 5 - CAPITAL STOCK


On March 2012, 200,000 shares were issued for $10,000 cash at a contract price of $.05 per share. During the period ending July 31, 2012, 201,840,000 of common shares have been issued to the founding shareholders for services provided. The shares were issued with a par value for $0.001. An additional 1,000,000 share of common stock have been issued for a service exchange agreement. These shares were issued at the contracted price of $.001.


On January 15, 2013, 440,000 shares were issued as part of the merger/acquisition. On January 31, 2013, 50,000 shares were issued for contracted services. These shares were issued at the contracted price of $0.10 per share and have the par value of $0.001 per share.


The Company has 207,940,000 and 207,940,000 shares of common stock issued and outstanding as of April 30, 2015 and July 31, 2014, respectively.


During the three months ending April 30, 2015, the Company has sold pending stock subscriptions for $22,700 for a total of 227,000 shares. Since the IPO offering has a minimum goal of 3,000,000 shares the funds for the pending subscriptions have been deposited in a brokerage account until the minimum number of shares is sold.


The expiration date of the initial offering with the extension was October 2015. The Company was unable to meet the minimum required; therefore, reimbursement checks were issued to each of the subscribers.


The Company submitted a new offering and the new offering was effective April 14, 2016. As of April 30, 2016 the Company had received subscription payments of $31,300 for a total of 313,000 shares of stock.


NOTE 6 – DISTRIBUTION AGREEMENT


The Company entered into a Distribution Agreement on September 2, 2011 with the Bosko Group providing them a non-exclusive right to market the sales of its DVD’s. The Distribution Agreement requires the Company to pay the Bosko Group ten percent (10%) of the selling price of the DVD’s sold. This agreement remain in effect for a period of 4 years and shall be automatically renewable for additional 4 years with no limit on the number of times the agreement may be automatically renewed, unless either party gives notice to the other of its desire to terminate the Agreement at least sixty (60) days before expiration of the original or renewal term.


NOTE 7 - COMMITMENTS AND CONTINGENCIES


The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. As of the date of this report, except as described below, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.


NOTE 8 – PENDING SUBSCRIPTIONS


As of October 31, 2015 the initial offering was closed. The directors of the company were unable to sell the minimum required by the offering. The funds submitted for these offerings have been reimbursed to the subscribers in the form of checks.


NOTE 9- SUBSEQUENT EVENTS


As of May 29, 2016, the new filing was closed by the Board. The Company was able to sell a total of one million two hundred twenty-seven thousand (1,227,000) shares in this offering to a total of 59 new investors. The funds from this offering will be used as specified in the offering for current reimbursements and to pay operating expenses as they are incurred.




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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


OVERVIEW AND OUTLOOK


Background


In January 2013, Bigfoot Project Investments Inc. acquired all the assets of Searching for Bigfoot Inc. Since the majority shareholder of Searching for Bigfoot, Inc. is also the majority shareholder in Bigfoot Project Investments Inc. the asset acquisition was treated as a related party transaction and was not considered an arm’s length transaction under Generally Accepted Accounting Principles.


The assets acquired were transferred over at the existing book value listed on the balance sheet of Searching for Bigfoot, Inc. at the time of transfer. The transfer agreement called for the issuance of 4,400,000 shares of common stock which were valued at $.10 per share and the issuance of a promissory note in the amount of $484,029. The Company recorded a deemed distribution related to this transaction in the amount of $924,029. In August 2013, the Company increased the promissory note by $489 to add an asset that was not included in the original transfer.


As part of the asset transfer agreement Bigfoot Project Investments, Inc. received the following assets:


·

Footprint cast of Bigfoot – 73 original casts

·

Photographs of Dead Creature from Strickler, Arkansas 1994 Dear Creature Incident

·

109-inch Skeleton

·

Various Media Artifacts – Video TV News Media – 52 news stories

·

Contract to sell Dinosaur fossil – most recent estimate by Paleontologist $1.2 million dollars

·

Rubber suit from 2008 hoax

·

Various DNA samples – Hair, and nails

·

License to use 6 dinosaur displays

·

Exclusive rights to the Bigfoot Website

·

Exclusive rights to the Bigfoot Live Radio Show

·

Exclusive rights to the Bigfoot Live Radio Show Website

·

360 hours of raw footage from expeditions for movie development

·

Various DVD Movies and Documentary film projects

·

Exclusive rights to all current contracts negotiated under Searching For Bigfoot, Inc.


The above list is a complete list of the fixed assets for Bigfoot Project Investments, Inc.


We are a company who has, over the past year, developed nine DVD Movies; eight of which have been completed for distribution and one which is currently in the final stages of completion for distribution. We have established a contract with a Media Marketing Distribution Company (The Bosko Group), who has contracted six of the nine DVD movies to their distribution agents. We are a company with only minimal revenues to date: we have minimal assets, and have incurred losses since inception.



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Bigfoot Project Investments Inc. plans to establish itself as the most reliable and dependable source for materials including documentaries, physical evidence, and eye witness accounts for the purpose of documenting the evidence of the existence of Bigfoot. Our major source of revenue will be the sale of documentaries and specials that follow our progress. We have found that there is a market for these films and have started selling them on a semi-regular basis. In addition to the film sales we plan on having expeditions to locations where there have been multiple eye witness accounts as well as periodic exhibitions of the physical evidence that has been accumulated. We plan on focusing our efforts on expeditions to locations that have had multiple eye witness reports to maximize the chances of locating the creature and producing films that will be marketable to the public.


RESULTS OF OPERATIONS


Working Capital


 

April 30,

2016

$

December 31,

2015

$

Current Assets

26,679

27,210

Current Liabilities

626,658

616,441

Working Capital (Deficit)

(599,979)

(589,231)


Cash Flows


 

April 30,

2016

$

April 30,

2015

$

Cash Flows used in Operating Activities

(31,851)

(4,604)

Cash Flows provided by Financing Activities

52,933

3,544

Cash Flows used in Investing Activities

-

-

Net Increase (decrease) in Cash During Period

21,082

(1,060)


Results for the Three and Nine Month Periods Ended April 30, 2016 Compared to the Three and Nine Month Periods Ended April 30, 2015


Operating Revenues


During the three months ended April 30, 2016, we generated revenue of $339. During the three months ended April 30, 2015, we generated revenue of $963.


During the nine months ended April 30, 2016, we generated revenue of $1,955. During the nine months ended April 30, 2015, we generated revenue of $1,674.


Operating Expenses


Operating expenses during the three months ended April 30, 2016 were $15,072. Operating expenses during the three months ended April 30, 2015 were $2,399.


Operating expenses during the nine months ended April 30, 2016 were $32,317. Operating expenses during the nine months ended April 30, 2015 were $7,377. Operating expenses for the nine months ended April 30, 2016 consisted of professional fees of $18,540, expedition expenses of $7,623, and general and administrative fees of $6,154. Operating expenses for the nine months ended April 30, 2015 consisted of professional fees of $2,700 and general and administrative fees of $4,677. Expenses increased during 2016 mainly due to the Company’s reporting requirements, having become fully reporting under the 1934 Act on March 16, 2015.


There is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.



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Liquidity and Capital Resources


As of April 30, 2016, we had $21,302 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.


The following table sets forth a summary of our cash flows for the nine months ended April 30, 2016 and 2015:


 

 

Period

Ended

April 30,

2016

 

 

Period

Ended

April 30,

2015

Net cash used in operating activities

 

$

(31,851)

 

 

$

(4,604)

Net cash used in investing activities

 

 

-

 

 

 

-

Net cash provided by financing activities

 

 

52,933

 

 

 

3,544

Net increase (decrease) in Cash

 

 

21,082

 

 

 

(1,060)

Cash, beginning

 

 

221

 

 

 

1,377

Cash, ending

 

$

21,303

 

 

$

317


Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.


We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.


Cashflow from Operating activities


Net cash used in operating activities was $31,851 for the period ended April 30, 2016, as compared to $4,604 used in operating activities for the period ended April 30, 2015.


Cashflow from Investing activities


Net cash used in investing activities was $0 for the period ended April 30, 2016, as compared to $0 used in investing activities for the same period in 2015.


Cashflow from Financing activities


Net cash provided by financing activities for the period ended April 30, 2016 was $52,933 as compared to $3,544 for the same period of 2015.


We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing initiatives, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.



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Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that there is substantial doubt about our ability to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Impact of Inflation


We believe that the rate of inflation has had a negligible effect on our operations.


Off-Balance Sheet Arrangements


We have no significant 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 are material to stockholders.


Item 3. Quantitative and Qualitative Disclosure About Market Risk


This item is not applicable as we are currently considered a smaller reporting company.


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of April 30, 2016, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on November 24, 2015, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.



15






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 our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


Item 1A. Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


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


Stock Issuances


None.


Issuer Purchases of Equity Securities


We did not repurchase any of our equity securities from the time of our inception through the period ended April 30, 2016.


Item 3. Defaults Upon Senior Securities.


None.


Item 4. Mine Safety Disclosures


Not Applicable


Item 5. Other Information.


None.



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Item 6. Exhibits.


Exhibit No.

 

Description

 

Filing Date.

 

 

 

 

 

3.1

 

Articles of Incorporation of Bigfoot Project Investments Inc.

 

Filed with the SEC on February 15, 2013, as part of our Registration statement on Form S-1.

3.2

 

Bylaws of Bigfoot Project Investments Inc.

 

Filed with the SEC on February 15, 2013, as part of our Registration statement on Form S-1.

10.1

 

BFP Promissory Note

 

Filed with the SEC on December 31, 2013, as part of our Registration statement on Form S-1/A.

10.2

 

Contract Bosco Group

 

Filed with the SEC on December 31, 2013, as part of our Registration statement on Form S-1/A.

10.3

 

Acquisition Asset List

 

Filed with the SEC on December 31, 2013, as part of our Registration statement on Form S-1/A.

16.1

 

Letter from Sam Kan & Company

 

Filed with the SEC on March 11, 2014 as part of our Current Report on Form 8-K.

16.2

 

Letter from KLJ & Associates, LLP

 

Filed with the SEC on June 17, 2015 as part of our Current Report on Form 8-K.

31.1

 

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed Herewith.

31.2

 

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed Herewith.

32.1

 

Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed Herewith.

32.2

 

Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed Herewith.

101.INS*

 

XBRL Instance Document

 

Furnished Herewith.

101.SCH*

 

XBRL Taxonomy Extension Schema

 

Furnished Herewith.

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase

 

Furnished Herewith.

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase

 

Furnished Herewith.

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase

 

Furnished Herewith.

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase

 

Furnished Herewith.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




17






SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

BIGFOOT PROJECT INVESTMENTS INC.

 

 

 

 

 

 

 

 

Date: June 14, 2016

 

By:

/s/ Tom Biscardi

 

 

 

Tom Biscardi

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer and duly authorized signatory)


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company in the capacities indicated, on June 14, 2016


 

 

 

Signature

 

Title

 

 

 

/s/ Tom Biscardi

 

Director

Tom Biscardi

 

Chief Executive Officer

 

 

 

/s/ Dennis Kazubowski

 

Director

Dennis Kazubowski

 

 

 

 

 

/s/ Sara Reynolds

 

Director, CFO

Sara Reynolds

 

Secretary, Treasurer

 

 

 

/s/ Tom Biscardi

 

Director

C. Thomas Biscardi

 

President




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