Lord Global Corp - Quarter Report: 2016 April (Form 10-Q)
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
(Registrants 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 . |
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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
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| PART I - FINANCIAL INFORMATION |
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Item 1. |
| Financial Statements | 3 |
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Item 2. |
| Management's Discussion and Analysis of Financial Condition and Results of Operations | 12 |
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Item 3. |
| Quantitative and Qualitative Disclosures About Market Risk | 15 |
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Item 4. |
| Controls and Procedures | 15 |
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| PART II - OTHER INFORMATION |
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Item 1. |
| Legal Proceedings | 16 |
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Item1A. |
| Risk Factors | 16 |
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Item 2. |
| Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
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Item 3. |
| Defaults Upon Senior Securities | 16 |
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Item 4. |
| Mine Safety Disclosures | 16 |
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Item 5. |
| Other Information | 16 |
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Item 6. |
| Exhibits | 17 |
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| 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 |
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Condensed Statements of Operations (unaudited) | 5 |
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Condensed Statements of Cash Flows (unaudited) | 6 |
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Notes to the Consolidated Financial Statements (unaudited) | 7 |
3
BIGFOOT PROJECT INVESTMENTS, INC. | |||||
Balance Sheets | |||||
As of April 30, 2016 and July 31, 2015 | |||||
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ASSETS |
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| April 30, 2016 |
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| July 31, 2015 |
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| (Unaudited) |
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| (Audited) |
Current Assets |
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Cash | $ | 19,163 |
| $ | 221 |
Money Market |
| 2,139 |
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| - |
Restricted Cash |
| - |
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| 22,937 |
Inventory |
| 5,377 |
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| 3,168 |
Total current assets |
| 26,679 |
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| 26,326 |
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Other Assets |
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Website Development |
| 5,500 |
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| 5,500 |
Accumulated Amortization |
| (5,500) |
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| (4,616) |
Total Other Assets |
| - |
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| 884 |
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Total Assets | $ | 26,679 |
| $ | 27,210 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Advance from shareholders | $ | 81,341 |
| $ | 59,715 |
Accrued Interest |
| 63,799 |
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| 49,278 |
Subscriptions payable received subject to refund |
| - |
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| 22,930 |
Promissory note - related party |
| 484,518 |
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| 484,518 |
Total current liabilities |
| 629,658 |
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| 616,441 |
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Total Liabilities |
| 629,658 |
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| 616,441 |
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Stockholders' deficit |
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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 |
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| 207,490 |
Shares to be Issued |
| 31,300 |
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| - |
Accumulated deficit |
| (841,769) |
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| (796,721) |
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Total stockholders' deficit |
| (602,979) |
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| (589,231) |
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Total liabilities & stockholders deficit | $ | 26,679 |
| $ | 27,210 |
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The accompanying notes are an integral part of these unaudited financial statements. | |||||
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BIGFOOT PROJECT INVESTMENTS, INC. |
Statements of Operations (Unaudited) |
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| Three Months Ended |
| Three Months Ended |
| Nine Months Ended |
| Nine Months Ended |
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| April 30, 2016 |
| April 30, 2015 |
| April 30, 2016 |
| April 30, 2015 |
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Revenue | $ | 339 | $ | 963 | $ | 1,955 | $ | 1,674 |
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Cost of Goods Sold |
| - |
| 320 |
| 166 |
| 325 |
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| 339 |
| 643 |
| 1,789 |
| 1,349 |
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Operating expenses: |
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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 |
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Net loss from operations |
| (14,733) |
| (1,756) |
| (30,528) |
| (6,028) |
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Other Income (Expense) |
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Interest Income |
| 1 |
| 1 |
| 2 |
| 1 |
Interest Expense |
| (4,840) |
| (4,840) |
| (14,521) |
| (14,521) |
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Net loss | $ | (19,573) | $ | (6,595) | $ | (45,047) | $ | (20,548) |
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Basic and diluted loss per shares | $ | - | $ | - | $ | - | $ | - |
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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) | ||||
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| Nine Months Ended |
| Nine Months Ended |
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| April 30, 2016 |
| April 30, 2015 |
Cash flow from operating activities: |
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Net loss | $ | (45,047) | $ | (20,549) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Accumulated Amortization |
| 884 |
| 1,386 |
Change in operating liabilities: |
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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) |
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Cash flow from financing activities |
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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 |
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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 |
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Supplemental Cash Flow Information: |
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Cash paid for income taxes | $ | - | $ | - |
Cash paid for interest expense | $ | - | $ | - |
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The accompanying notes are an integral part of these unaudited financial statements.
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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 Companys 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 Companys management who are responsible for their integrity and objectivity.
The Company was incorporated in the State of Nevada on November 30, 2011. The companys 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 Companys 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 Companys 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 Companys financial condition and results of operations during the period in which such changes occurred.
Actual results could differ from those estimates. The companys 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.
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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 Companys 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.
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Level 1 observable market in-puts that are unadjusted quoted prices for identical assets or liabilities in active markets.
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Level 2 Other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).
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Level 3 significant unobservable inputs (including the Companys own assumptions in determining the fair value of investments).
8
The Companys adoption of FASB ASC Topic 825 effectively at the inception did not have a material impact on the Companys 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 Companys 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 Companys 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:
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| Period Ended |
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| April 30, 2016 |
| April 30, 2015 |
Numerator: |
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Net (loss) available to common shareholders | $ | (45,047) | $ | (20,548) |
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Denominator: |
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Weighted average shares basic |
| 207,490,000 |
| 207,490,000 |
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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.
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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 Companys adoption of the new standard is not expected to have a material effect on the Companys 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 Companys 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 Companys 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 Companys stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Companys 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.
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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 DVDs. The Distribution Agreement requires the Company to pay the Bosko Group ten percent (10%) of the selling price of the DVDs 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 Companys 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 arms 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 Companys 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.
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PART IIOTHER 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.
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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 |
18