Nevada
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26-2801338
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
(Do not check if a smaller reporting company)
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Smaller reporting company ☒
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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3
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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13
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Item 4. Controls and Procedures
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13
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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14
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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14
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Item 3. Defaults Upon Senior Securities
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14
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Item 4. Mine Safety Disclosures
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14
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Item 5. Other Information
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14
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Item 6. Exhibits
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15
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SIGNATURES
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16
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Index
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|
Condensed Interim Balance Sheets
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4 |
Condensed Interim Statements of Operations and Comprehensive Loss
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5 |
Condensed Interim Statements of Cash Flows
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6 |
Notes to the Condensed Interim Financial Statements
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7 |
October 31, 2014
$
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July 31, 2014
$
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|||||||
(unaudited)
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||||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash
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3,239
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3,361
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||||
Total Assets
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3,239
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3,361
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||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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||||||||
Current Liabilities
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||||||||
Accounts payable and accrued liabilities (Notes 4 and 5)
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230,875
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224,731
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||||||
Loans payable (Note 3)
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18,750
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130,250
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||||||
Convertible debt, net of unamortized discount of $20,185 (2014 - $35,429) (Note 4)
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135,668
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8,924
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||||||
Due to related parties (Note 5)
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70,774
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70,774
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||||||
Total Liabilities
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456,067
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434,679
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||||||
Nature of operations and continuance of business (Note 1)
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||||||||
Subsequent events (Note 6)
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||||||||
Stockholder’s Deficit
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||||||||
Common stock, 375,000,000 shares authorized, $0.001 par value
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||||||||
57,835shares issued and outstanding
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58
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58
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||||||
Additional paid-in capital
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12,016,022
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12,016,022
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||||||
Deficit
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(12,468,908
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)
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(12,447,398
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)
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||||
Total Stockholder’s Deficit
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(452,828
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)
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(431,318
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)
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||||
Total Liabilities and Stockholder’s Deficit
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3,239
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3,361
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Three Months
Ended
October 31, 2014
$
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Three Months
Ended
October 31, 2013
$
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|||||||
Expenses
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||||||||
Consulting fees
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1,873
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23,319
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||||
General and administrative
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244
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19,450
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||||||
Management fees (Note 5)
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–
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21,000
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||||||
Total Expenses
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2,117
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63,769
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||||||
Loss Before Other Income(Expense)
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(2,117
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)
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(63,769
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)
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||||
Other Income (Expense)
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||||||||
Foreign exchange gain
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356
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–
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||||||
Interest expense
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(19,749
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)
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(3,646
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)
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||||
Total Other Income (Expense)
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(19,393
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)
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(3,646
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)
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||||
Net Loss and Comprehensive Loss
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(21,510
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)
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(67,415
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)
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||||
Net Loss Per Share, Basic and Diluted
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(0.37
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)
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(1.47
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)
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||||
Weighted Average Shares Outstanding
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57,835
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46,000
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Three Months
Ended
October 31, 2014
$
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Three Months
Ended
October 31, 2013
$
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|||||||
Operating Activities
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||||||||
Net loss
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(21,510
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)
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(67,415
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)
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||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Accretion of discounts on convertible debt
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15,244
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–
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||||||
Imputed interest
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–
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3,646
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||||||
Changes in operating assets and liabilities:
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||||||||
Accounts payable and accrued liabilities
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6,144
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1,636
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||||||
Net Cash Used In Operating Activities
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(122
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)
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(62,133
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)
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||||
Financing Activities
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||||||||
Proceeds from related party loan
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–
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1,721
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||||||
Repayment of related party loan
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–
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(3,000
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)
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|||||
Proceeds from stock issued
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–
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60,000
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||||||
Net Cash Provided By Financing Activities
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–
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58,721
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||||||
Decrease in Cash
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(122
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)
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(3,412
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)
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Cash, Beginning of Period
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3,361
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4,324
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||||||
Cash, End of Period
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3,239
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912
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||||||
Supplemental Disclosures:
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||||||||
Interest paid
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–
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–
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||||||
Income taxes paid
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–
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–
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Three months ended
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|||||||||||||
Expense
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10/31/2014
$
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10/31/2013
$
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Change
$
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Explanation
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|||||||||
Consulting fees
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(1,873
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)
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(23,319
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)
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21,446
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Fees were for wind turbine development. Project has been cancelled
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General and administrative
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(244
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)
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(19,450
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)
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19,206
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Cancelled administration contract
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|||||||
Management fees
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–
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(21,000
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)
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21,000
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Management fees cancelled in Q1-15
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||||||||
Foreign exchange gain
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356
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–
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356
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||||||||||
Interest expense
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(19,749
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)
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(3,646
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)
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(16,103
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)
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Increase due to accretion and interest expense on a higher principal balance of convertible notes\
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||||||
Net loss for period
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(21,510
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)
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(67,415
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)
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(45,905
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)
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October 31, 2014
$
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July 31, 2014
$
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|||||||
Cash
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3,239
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3,361
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||||
Total assets
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3,239
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3,361
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||||||
Total liabilities
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456,067
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434,679
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||||||
Shareholders' deficit
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(452,828
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)
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(431,318
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)
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October 31, 2014
$
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July 31, 2014
$
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||||||
Current Assets
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3,239
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3,361
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||||
Current Liabilities
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456,067
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434,679
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||||||
Working Capital (Deficit)
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(452,828
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)
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(431,318
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)
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Three Months
Ended
October 31, 2014
$
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Three Months
Ended
October 31, 2013
$
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||||||
Net cash used in operating activities
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(122
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)
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(62,133
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)
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Net cash provided by financing activities
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–
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58,721
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||||||
Net change in cash
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(122
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)
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(3,412
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)
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Description
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Estimated
Completion Date
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Estimated Expenses
($)
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||||
Business Development
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12 months
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120,000
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|||
General and administrative expenses
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12 months
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100,000
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||||
Total
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220,000
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Exhibit
Number
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Description
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(3)
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(i) Articles of Incorporation; (ii) By-laws
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3.1
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Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
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3.2
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By-laws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
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3.3
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Certificate of Amendment (Incorporated by reference to our Current Report on Form 8-K filed on July 1, 2010).
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(10)
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Material Contracts
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10.1
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Convertible Loan Agreement dated January 31, 2011 between our company and Triumph Capital Inc. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
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10.2
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Director Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
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10.3
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Consulting Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
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10.4
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Advertising Agreement dated May 12, 2011 between our company and Dr. Diego Allende (Incorporated by reference to our Current Report on Form 8-K filed on May 12, 2011).
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10.5
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Consulting Agreement dated August 11, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on August 18, 2011).
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10.6
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Share Cancellation Agreement dated August 30, 2011 between our company and Peter Wudy (Incorporated by reference to our Current Report on Form 8-K filed on August 31, 2011).
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10.7
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Consulting Agreement dated September 7, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on September 23, 2011).
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10.8
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Stock Option Plan (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
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10.9
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Form of Stock Option Agreement (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
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(21)
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Subsidiaries of the Registrant
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21.1
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Takedown Fight Media Inc.
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(31)
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Section 1350 Certifications
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31.1*
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Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
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(32)
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Section 906 Certifications
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32.1*
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Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
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101
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Interactive Data Files
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101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
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XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
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GREEN HYGIENICS HOLDINGS INC.
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(Registrant)
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Date: June 6, 2018
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/s/ Ron Loudoun
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Ron Loudoun
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President, Chief Executive Officer, Chief Financial Officer,
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Secretary and Treasurer Director
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(Principal Executive Officer, Principal Financial Officer
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and Principal Accounting Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Green Hygienics Holdings Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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|
|
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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|
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
|
|
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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|
|
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
|
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Ron Loudoun
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|
Ron Loudoun
|
|
President, Chief Executive Officer, Chief Financial Officer,
|
|
Secretary and Treasurer Director
|
|
(Principal Executive Officer, Principal Financial Officer
|
|
and Principal Accounting Officer)
|
(1)
|
the Quarterly Report on Form 10-Q of Green Hygienics Holdings Inc. for the period ended October 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Green Hygienics Holdings Inc.
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/s/ Ron Loudoun
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Ron Loudoun
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|
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President, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer and Director
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|
|
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
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|
GREEN HYGIENICS HOLDINGS INC. |
Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Oct. 31, 2014 |
May 29, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | Green Hygienics Holdings Inc. | |
Entity Central Index Key | 0001443388 | |
Document Type | 10-Q/A | |
Document Period End Date | Oct. 31, 2014 | |
Current Fiscal Year End Date | --07-31 | |
Amendment Flag | true | |
Amendment Description |
The Company is filing this Amendment No. 1 on Form 10-Q (the Amendment) to our Quarterly Report on Form 10-Q/A for the quarter ended October 31, 2014 (the Form 10-Q), filed with the Securities and Exchange Commission on May 11, 2015 (the Original Filing Date) to restate the quarterly unaudited financial statements for the quarter ended October 31, 2014.
This amendment includes the unaudited financial statements for the quarter ended October 31, 2014. The original filing included unaudited management prepared financial statements that were not reviewed by the Companys independent registered public accounting firm.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment (No. 1 ) and are included as Exhibits 31.1 and 32.1 hereto. |
|
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 34,707,835 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Condensed Interim Balance Sheets - USD ($) |
Oct. 31, 2014 |
Jul. 31, 2014 |
---|---|---|
Current Assets | ||
Cash | $ 3,239 | $ 3,361 |
Total Assets | 3,239 | 3,361 |
Current Liabilities | ||
Accounts payable and accrued liabilities (Notes 4 and 5) | 230,875 | 224,731 |
Loans payable (Note 3) | 18,750 | 130,250 |
Convertible debt, net of unamortized discount of $20,185 (2014 - $35,429) (Note 4) | 135,668 | 8,924 |
Due to related parties (Note 5) | 70,774 | 70,774 |
Total Liabilities | 456,067 | 434,679 |
Stockholder's Deficit | ||
Common stock, 375,000,000 shares authorized, $0.001 par value 57,835 shares issued and outstanding | 58 | 58 |
Additional paid-in capital | 12,016,022 | 12,016,022 |
Deficit | (12,468,908) | (12,447,398) |
Total Stockholder's Deficit | (452,828) | (431,318) |
Total Liabilities and Stockholder's Deficit | $ 3,239 | $ 3,361 |
Condensed Interim Balance Sheets (Parenthetical) - USD ($) |
Oct. 31, 2014 |
Jul. 31, 2014 |
---|---|---|
Current Liabilities | ||
Convertible debt, net of unamortized discount | $ 20,185 | $ 35,429 |
Stockholder's Deficit | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 375,000,000 | 375,000,000 |
Common Stock, shares issued | 57,835 | 57,835 |
Common Stock, shares outstanding | 57,835 | 57,835 |
Condensed Interim Statements of Operations and Comprehensive Loss (unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Oct. 31, 2014 |
Oct. 31, 2013 |
|
Expenses | ||
Consulting fees | $ 1,873 | $ 23,319 |
General and administrative | 244 | 19,450 |
Management fees (Note 5) | 21,000 | |
Total Expenses | 2,117 | 63,769 |
Loss Before Other Income (Expense) | (2,117) | (63,769) |
Other Income (Expense) | ||
Foreign exchange gain | 356 | |
Interest expense | (19,749) | (3,646) |
Total Other Income (Expense) | (19,393) | (3,646) |
Net Loss and Comprehensive Loss | $ (21,510) | $ (67,415) |
Net Loss Per Share, Basic and Diluted | $ (0.37) | $ (1.47) |
Weighted Average Shares Outstanding | 57,835 | 46,000 |
Condensed Interim Statements of Cash Flows (unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Oct. 31, 2014 |
Oct. 31, 2013 |
|
Operating Activities | ||
Net loss | $ (21,510) | $ (67,415) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on convertible debt | 15,244 | |
Imputed interest | 3,646 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 6,144 | 1,636 |
Net Cash Used In Operating Activities | (122) | (62,133) |
Financing Activities | ||
Proceeds from related party loan | 1,721 | |
Repayment of related party loan | (3,000) | |
Proceeds from stock issued | 60,000 | |
Net Cash Provided By Financing Activities | 58,721 | |
Decrease in Cash | (122) | (3,412) |
Cash, Beginning of Period | 3,361 | 4,324 |
Cash, End of Period | 3,239 | 912 |
Supplemental Disclosures: | ||
Interest paid | ||
Income taxes paid |
Organization and Description of Business |
3 Months Ended |
---|---|
Oct. 31, 2014 | |
Notes to Financial Statements | |
Note 1. Nature of Operations and Continuance of Business | The accompanying condensed interim financial statements of Green Hygienics Holdings Inc. (the Company) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Companys Annual Report on Form 10-K for the fiscal year ended July 31, 2014. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Companys financial position and the results of its operations and its cash flows for the periods shown.
The preparation of these condensed interim financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
These condensed interim financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at October 31, 2014, the Company has a working capital deficiency of $452,828 and has an accumulated deficit of $12,468,908 since inception. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies |
3 Months Ended |
---|---|
Oct. 31, 2014 | |
Notes to Financial Statements | |
Note 2. Significant Accounting Policies | (a) Basis of Presentation
These condensed interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.
(b) Reclassifications
Certain of the prior period amounts have been reclassified to conform to the current periods presentation.
(c) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Loans Payable |
3 Months Ended |
---|---|
Oct. 31, 2014 | |
Notes to Financial Statements | |
Note 3. Loans Payable | (a) As at October 31, 2014, the Company owes $18,750 (July 31, 2014 - $105,250) to a non-related party, which is non-interest bearing, unsecured, and due on demand.
(b) As at October 31, 2014, the Company owes $nil (July 31, 2014 - $25,000) to a non-related party, which is non-interest bearing, unsecured, and due on demand. |
Convertible Debt |
3 Months Ended |
---|---|
Oct. 31, 2014 | |
Notes to Financial Statements | |
Note 4. Convertible Debt | (a) On August 11, 2014, the Company issued a convertible note for $86,500 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on August 11, 2015. The unpaid amount of principal and accrued interest can be converted at any time at the holders option at a price of $0.00125 per share of the Companys common stock. In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company determined that the convertible promissory note contained no embedded beneficial conversion feature as the convertible promissory note was issued with a conversion price higher than the fair market value of the Companys shares of common stock at the time of issuance. As at October 31, 2014, the note has accrued interest of $1,920 (July 31, 2014 - $nil) which has been included in accounts payable and accrued liabilities.
(b) On August 11, 2014, the Company issued a convertible note for $25,000 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on August 11, 2015. The unpaid amount of principal and accrued interest can be converted at any time at the holders option at a price of $0.00125 per share of the Companys common stock. In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company determined that the convertible promissory note contained no embedded beneficial conversion feature as the convertible promissory note was issued with a conversion price higher than the fair market value of the Companys shares of common stock at the time of issuance. As at October 31, 2014, the note has accrued interest of $555 (July 31, 2014 - $nil) which has been included in accounts payable and accrued liabilities.
(c) On December 17, 2013, the Company issued a convertible note for $24,853 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on December 17, 2014. The unpaid amount of principal and accrued interest can be converted at any time at the holders option at a price of $0.00125 per share of the Companys common stock.
In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,583 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the three months ended October 31, 2014 the Company accreted $8,975 (2013 - $5,343) of the debt discount which was recorded as interest expense. As at October 31, 2014, the convertible note has a carrying value of $14,318 (July 31, 2014 - $5,343) and accrued interest of $2,685 (July 31, 2014 - $1,539) which has been included in accounts payable and accrued liabilities.
(d) On December 31, 2013, the Company issued a convertible note for $19,500 to a non-related party. The note bears interest at 10% per annum, is unsecured, and is due on December 31, 2014. The unpaid amount of principal and accrued interest can be converted at any time at the holders option at a price of $0.00125 per share of the Companys common stock.
In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $19,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the three months ended October 31, 2014, the Company accreted $6,269 (2013 - $3,581) of the debt discount which was recorded as interest expense. As at October 31, 2014, the convertible note has a carrying value of $9,850 (July 31, 2014 - $3,581) and accrued interest of $1,133 (July 31, 2014 - $1,133) which has been included in accounts payable and accrued liabilities. |
Related Party Transactions |
3 Months Ended |
---|---|
Oct. 31, 2014 | |
Notes to Financial Statements | |
Note 5. Related Party Transactions | (a) During the three months ended October 31, 2014, the Company incurred $nil (2013 - $21,000) in management fees to the President and Chief Executive Officer (CEO) of the Company.
(b) On July 31, 2014, the Company issued a promissory note for $70,774 to the President and CEO of the Company. The note bears interest at 5% per annum, is unsecured, and is due on demand. In the event of default, the holder may convert the unpaid amount of principal and accrued interest at a price of $0.003 per share of the Companys common stock. As at October 31, 2014, the note has a principal amount outstanding of $70,774 (July 31, 2014 - $70,774) and accrued interest of $885 (July 31, 2014 - $nil) which has been included in accounts payable and accrued liabilities. |
Subsequent Events |
3 Months Ended |
---|---|
Oct. 31, 2014 | |
Notes to Financial Statements | |
Note 6. Subsequent Events | (a) On April 15, 2015, the Company issued a promissory note for $145,000 to a non-related party. The note bears interest at 5% per annum, is unsecured, and is due on October 15, 2015. In the event of default, the holder may convert the unpaid amount of principal and accrued interest at a price of $0.01 per share of the Companys common stock.
(b) On April 15, 2015, the Company issued a promissory note to a non-related party for $189,150 to settle convertible debt plus accrued interest. Refer to Notes 4(a), (b), (c), and (d). The note bears interest at 5% per annum, is unsecured, and is due on October 15, 2015. In the event of default, the holder may convert the unpaid amount of principal and accrued interest into shares of common stock of the Company at a price of $0.01 per share.
(c) On June 1, 2015, the Company completed a 200-for-1 reverse split of its common stock. All share amounts have been retroactively restated for all periods presented.
(d) On June 3, 2015, the Company issued 30,000,000 shares of common stock to settle debt of $334,150. Refer to Notes 6(a) and (b).
(e) On June 22, 2015, the Company issued 1,500,000 shares of common stock to settle $4,500 owing to the former President and CEO of the Company. Refer to Note 5(b).
(f) On July 7, 2015, the Company issued 50,000 shares of common stock to settle $150 owing to the former President and CEO of the Company. Refer to Note 5(b).
(g) On July 20, 2015, the Company issued 1,500,000 shares of common stock to settle $4,500 owing to the former President and CEO of the Company. Refer to Note 5(b).
(h) On August 24, 2015, the Company issued 1,600,000 shares of common stock settle $4,800 owing to the former President and CEO of the Company. Refer to Note 5(b) |
Significant Accounting Policies (Policies) |
3 Months Ended |
---|---|
Oct. 31, 2014 | |
Significant Accounting Policies Policies | |
Basis of Presentation | These condensed interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. |
Reclassifications | Certain of the prior period amounts have been reclassified to conform to the current periods presentation. |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) |
Oct. 31, 2014 |
Jul. 31, 2014 |
---|---|---|
Nature Of Operations And Continuance Of Business Details Narrative | ||
Working capital deficit | $ (452,828) | |
Accumulated deficit | $ (12,468,908) | $ (12,447,398) |
Loans Payable (Details Narrative) - USD ($) |
Oct. 31, 2014 |
Jul. 31, 2014 |
---|---|---|
Loans payable | $ 18,750 | $ 130,250 |
Non-related party [Member] | ||
Loans payable | 18,750 | 105,250 |
Non-related party 1 [Member] | ||
Loans payable | $ 0 | $ 25,000 |
Convertible Debt (Details Narrative) - USD ($) |
1 Months Ended | 3 Months Ended | ||||
---|---|---|---|---|---|---|
Aug. 11, 2014 |
Dec. 31, 2013 |
Dec. 17, 2013 |
Oct. 31, 2014 |
Oct. 31, 2013 |
Jul. 31, 2014 |
|
Convertible note | $ 135,668 | $ 8,924 | ||||
Non-related party 3 [Member] | ||||||
Convertible note | 9,850 | 3,581 | ||||
Debt discount | 6,269 | $ 3,581 | ||||
Accrued interest | 1,133 | 1,133 | ||||
Non-related party [Member] | ||||||
Convertible note | $ 86,500 | $ 19,500 | $ 24,853 | |||
Interest rate | 10.00% | 10.00% | 10.00% | |||
Maturity Date | Aug. 11, 2015 | Dec. 31, 2014 | Dec. 17, 2014 | |||
Option price per share | $ 0.00125 | $ 0.00125 | $ 0.00125 | |||
Embedded beneficial conversion feature | $ 19,500 | $ 24,583 | ||||
Accrued interest | 1,920 | 0 | ||||
Non-related party 2 [Member] | ||||||
Convertible note | 14,318 | 5,343 | ||||
Debt discount | 8,975 | $ 5,343 | ||||
Accrued interest | 2,685 | 1,539 | ||||
Non-related party 1 [Member] | ||||||
Convertible note | $ 25,000 | |||||
Interest rate | 10.00% | |||||
Maturity Date | Aug. 11, 2015 | |||||
Option price per share | $ 0.00125 | |||||
Accrued interest | $ 555 | $ 0 |
Related Party Transactions (Details Narrative) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Oct. 31, 2014 |
Oct. 31, 2013 |
Jul. 31, 2014 |
|
Management fees | $ 21,000 | ||
President and Chief Executive Officer [Member] | |||
Management fees | $ 0 | $ 21,000 | |
Promissory note | $ 70,774 | ||
President and Chief Executive Officer 1 [Member] | |||
Convertible price | $ 0.003 | ||
Promissory note | $ 70,774 | ||
Interest rate | 5.00% | ||
Accrued interest | $ 885 | $ 0 |
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