10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(AMENDMENT NO. 1)

(Mark One)

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

For the quarterly period ended January 31, 2015

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ___________ to ___________

Commission File Number 000-54338

GREEN HYGIENICS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	26-2801338
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1878 Camino Verde Lane, Las Vegas, NV 89119

(Address of principal executive offices) (Zip Code)

1-855-802-0299

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒  YES ☐ 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 ☐ NO

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

Large accelerated filer                                           ☐	Accelerated filer                                ☐
Non-accelerated filer                                             ☐            (Do not check if a smaller reporting company)	Smaller reporting company              ☒

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 34,707,835 common shares issued and outstanding as of May 29, 2018

EXPLANATORY NOTE

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 January 31, 2015 (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 January 31, 2015.

This amendment includes the unaudited financial statements for the quarter ended January 31, 2015. The original filing included unaudited management prepared financial statements that were not reviewed by the Company’s 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.

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements	3
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.  Controls and Procedures	14
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings	14
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.  Defaults Upon Senior Securities	14
Item 4.  Mine Safety Disclosures	14
Item 5.  Other Information	14
Item 6.  Exhibits	15
SIGNATURES	16

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented.  Because of the nature of our business, the results of operations for the quarterly period ended January 31, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year.

GREEN HYGIENICS HOLDINGS INC.

Condensed Interim Financial Statements

January 31, 2015

(Expressed in U.S. dollars)

(unaudited)

	Index
Condensed Interim Balance Sheets	4
Condensed Interim Statements of Operations and Comprehensive Loss	5
Condensed Interim Statements of Cash Flows	6
Notes to the Condensed Interim Financial Statements	7

3

GREEN HYGIENICS HOLDINGS INC.

Condensed Interim Balance Sheets

(Expressed in U.S. dollars)

	January 31, 2015 $			July 31, 2014 $
	(unaudited)
ASSETS
Current Assets
Cash		3,068			3,361
Total Assets		3,068			3,361
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities (Notes 4 and 5)		235,302			224,731
Loans payable (Note 3)		18,750			130,250
Convertible debt, net of unamortized discount of $nil (2014 - $35,429) (Note 4)		155,853			8,924
Due to related parties (Note 5)		70,774			70,774
Total Liabilities		480,679			434,679
Nature of operations and continuance of business (Note 1)
Subsequent events (Note 6)
Stockholder’s Deficit
Common stock, 375,000,000 shares authorized, $0.001 par value
57,835shares issued and outstanding		58			58
Additional paid-in capital		12,016,022			12,016,022
Deficit		(12,493,691	)		(12,447,398	)
Total Stockholder’s Deficit		(477,611	)		(431,318	)
Total Liabilities and Stockholder’s Deficit		3,068			3,361

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

4

GREEN HYGIENICS HOLDINGS INC.

Condensed Interim Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	Three Months Ended January 31, 2015 $			Three Months Ended January 31, 2014 $			Six Months Ended January 31, 2015 $			Six Months Ended January 31, 2014 $
Expenses
Consulting fees		–			76,880			1,873			100,199
General and administrative		870			57,338			1,114			76,788
Management fees (Note 5)		–			1,701,452			–			1,722,452
Total Expenses		870			1,835,670			2,987			1,899,439
Loss Before Other Income (Expense)		(870	)		(1,835,670	)		(2,987	)		(1,899,439	)
Other Income (Expense)
Foreign exchange		1,099			(1,344	)		1,455			(1,344	)
Interest expense		(25,012	)		(5,038	)		(44,761	)		(8,684	)
Loss on write-down of advances		–			(150,000	)		–			(150,000	)
Total Other Income (Expense)		(23,913	)		(156,382	)		(43,306	)		(160,028	)
Net Loss and Comprehensive Loss		(24,783	)		(1,992,052	)		(46,293	)		(2,059,467	)
Net Loss Per Share, Basic and Diluted		(0.43	)		(36.89	)		(0.80	)		(41.19	)
Weighted Average Shares Outstanding		57,835			54,000			57,835			50,000

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

5

GREEN HYGIENICS HOLDINGS INC.

Condensed Interim Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Six Months Ended January 31, 2015 $			Six Months Ended January 31, 2014 $
Operating Activities
Net loss		(46,293	)		(2,059,467	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debt		35,429			2,120
Imputed interest		–			5,460
Loss on settlement of accounts payable		–			432,950
Stock-based compensation		–			1,325,885
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		10,571			159,879
Net Cash Used In Operating Activities		(293	)		(133,173	)
Investing Activities
Advances for acquisition of assets		–			(73,800	)
Net Cash Used In Investing Activities		–			(73,800	)
Financing Activities
Proceeds from note payable		–			44,985
Proceeds from related party loan		–			26,088
Repayment of related party loan		–			(3,060	)
Proceeds from stock issued		–			153,750
Net Cash Provided By Financing Activities		–			221,763
Decrease in Cash		(293	)		(14,790	)
Cash, Beginning of Period		3,361			4,324
Cash, End of Period		3,068			19,144
Non-cash Financing Activities:
Intrinsic value of beneficial conversion feature recorded as discount on convertible debt and additional paid-in capital		–			20,571
Stock issued to settle accounts payable		–			114,250
Supplemental Disclosures:
Interest paid		–			–
Income taxes paid		–			–

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

6

GREEN HYGIENICS HOLDINGS INC.

Notes to the Condensed Interim Financial Statements

January 31, 2015

(Expressed in U.S. dollars)

(unaudited)

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 Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. In the opinion of management, the accompanying condensed interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s 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 January 31, 2015, the Company has a working capital deficiency of $477,611 and has an accumulated deficit of $12,493,691 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

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 period’s 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.

3. Loans Payable

(a) As at January 31, 2015, 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 January 31, 2015, the Company owes $nil (July 31, 2014 - $25,000) to a non-related party, which is non-interest bearing, unsecured, and due on demand.

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 holder’s option at a price of $0.00125 per share of the Company’s 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 Company’s shares of common stock at the time of issuance. As at January 31, 2015, the note has accrued interest of $4,100 which has been included in accounts payable and accrued liabilities.

7

GREEN HYGIENICS HOLDINGS INC.

Notes to the Condensed Interim Financial Statements

January 31, 2015

(Expressed in U.S. dollars)

(unaudited)

4. Convertible Debt (continued)

(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 holder’s option at a price of $0.00125 per share of the Company’s 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 Company’s shares of common stock at the time of issuance.  As at January 31, 2015, the note has accrued interest of $1,185 (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 holder’s option at a price of $0.00125 per share of the Company’s 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 six months ended January 31, 2015, the Company accreted $19,240 (2014 - $5,343) of the debt discount which was recorded as interest expense. As at January 31, 2015, the convertible note has a carrying value of $24,583 (July 31, 2014 - $5,343) and accrued interest of $3,311 (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 holder’s option at a price of $0.00125 per share of the Company’s 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 six months ended January31, 2015, the Company accreted $15,919 (2014 - $3,581) of the debt discount which was recorded as interest expense. As at January 31, 2015, the convertible note has a carrying value of $19,500 (July 31, 2014 - $3,581) and accrued interest of $1,624 (July 31, 2014 - $1,133) which has been included in accounts payable and accrued liabilities.

5. Related Party Transactions

(a) During the six months ended January 31, 2015, the Company incurred $nil (2014 - $41,000) in management fees and $nil (2014 - $15,889) in consulting 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 Company’s common stock. As at January 31, 2015, the note has a principal amount outstanding of $70,774 (July 31, 2014 - $70,774) and accrued interest of $1,784 (July 31, 2014 - $nil) which has been included in accounts payable and accrued liabilities.

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 January 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 Company’s 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 January 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.

8

GREEN HYGIENICS HOLDINGS INC.

Notes to the Condensed Interim Financial Statements

January 31, 2015

(Expressed in U.S. dollars)

(unaudited)

6. Subsequent Events (continued)

(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)

9

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

FORWARD-LOOKING STATEMENTS

The information set forth in this section contains certain "forward-looking statements," including, among other things, (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes," "anticipates," "intends," or "expects." These forward-looking statements relate to our plans, objectives and expectations for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock. As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Takedown Entertainment Inc. and our subsidiary Takedown Fight Media Inc., unless otherwise indicated.

Corporate Overview

Green Hygienics Holdings Inc. (the Company) was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources Inc.   On June 30, 2010, the Company changed its name to Takedown Entertainment Inc. On July 24, 2012, the Company changed its name to Green Hygienics Holdings Inc.

During the years 2009 thru 2012 the Company was involved in the acquisition, production, licensing, marketing and distribution of mixed martial arts (MMA) content, programming and merchandising for North American and International markets. Due to a lack of funding, the Company was never able to close asset acquisition agreements.

During the year ended July 31, 2014, the Company has made additional trips to Fortaleza in the state of Ceara, Brazil in the furtherance of its Clean Technology Solutions and secured the option to acquire twelve 2 megawatt wind turbines. We have established and continue to advance relationships with local (Brazil) entrepreneurs and businesses with the intention of establishing a wholesale distribution company for cleantech products and to supply or look at building wind and solar farms for power generation. The option holder of the turbines has not met the terms of the Option to Purchase Agreement and the Company and consequently the Company has not proceeded in this business at this time.

The Company has ceased its continued to support the advancement to commercialization of the Aartha redux flow battery and has expensed its investment in this option and is now focused on pursuing alternative energy and other environmentally friendly ventures.

Results of Operations

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

Comparison of Operations for the three and six month periods ended January 31, 2015and 2014

We incurred operating losses of $12,493,691 from our date of incorporation on June 12, 2008 to January 31, 2015. These losses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business, the preparation and filing of our periodic reports and the development of our media content, systems and business. An analysis of the loss for the three and six month periods are as follows:

10

	Six months ended
Expense	1/31/2015 $			1/31/2014 $			Change $			Explanation
Consulting fees		(1,873	)		(100,199	)		98,326		Fees were for wind turbine development. Project has been cancelled
General and administrative		(1,114	)		(76,788	)		75,674		Cancelled administration contract
Management fees		–			(1,722,452	)		1,722,452		Cancelled management fees and 1 million shares paid to director and officer valued at $1.632 million in the prior period
Foreign exchange		1,455			(1,344	)		2,799
Interest expense		(44,761	)		(8,684	)		(36,077	)	Increase in interest due to increase in related party indebtedness
Loss on write-down of advances		–			(150,000	)		150,000		Wrote off uncollectable advances
Net loss for period		(46,293	)		(2,059,467	)		2,013,174

	Three months ended
Expense	1/31/2015 $			1/31/2014 $			Change $			Explanation
Consulting fees		–			(76,880	)		76,880		Fees were for wind turbine development. Project has been cancelled
General and administrative		(870	)		(57,338	)		56,468		Cancelled administration contract
Management fees		–			(1,701,452	)		(1,701,452	)	Cancelled management fees and 1 million shares paid to director and officer valued at $1.632 million in the prior period
Foreign exchange		1,099			(1,344	)		2,443
Interest expense		(25,012	)		(5,038	)		(19,974	)	Increase in interest due to increase in related party indebtedness
Loss on write-down of advances		–			(150,000	)		150,000		Wrote off uncollectable advances
Net loss for period		(24,783	)		(1,992,052	)		1,967,269

In 2013, our auditors issued a going concern opinion. Little has changed in 2014 or the quarter ended January 31, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues. There is no assurance we will ever generate revenues. We are still in our development stage and have generated no revenues to date. The following table provides selected financial data about our company as at January 31, 2015 and July 31, 2014.

Balance Sheet Data:

	January 31, 2015 $			July 31, 2014 $
Cash		3,068			3,361
Total assets		3,068			3,361
Total liabilities		480,679			434,679
Shareholders' deficit		(477,611	)		(431,318	)

11

Liquidity and Capital Resources

Working Capital

	January 31, 2015 $			July 31, 2014 $
Current Assets		3,068			3,361
Current Liabilities		480,679			434,679
Working Capital (Deficit)		(477,611	)		(431,318	)

Cash Flows

	Six Months Ended January 31, 2015 $			Six Months Ended January 31, 2014 $
Net cash used in operating activities		(293	)		(133,173	)
Net cash used in investing activities		–			(73,800	)
Net cash provided by financing activities		–			221,763
Net change in cash		(293	)		(14,790	)

Our cash balance at January 31, 2015was $3,068 (July 31, 2014 - $3,361) with outstanding current liabilities of $480,679 (July 31, 2014 - $434,679), and a working capital deficit of $477,611 (July 31, 2014 - $431,318).

Our current cash balance will be unable to sustain operations for the next twelve months. We will be forced to raise additional funds by issuing new debt or equity securities or otherwise.

We have raised no funds during the current quarter and spent $293 on operating activities. During the six months ended January 31, 2014, we expended $133,173 on operating activities, raised $153,750 in equity, increased our debt to a related party by $26,088 and to a non-related party by $44,985, and made repayments on a related party loan of $3,060.

If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated no revenue to date.

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

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

Description	Estimated Completion Date	Estimated Expenses ($)
Business Development	12 months		120,000
General and administrative expenses	12 months		100,000
Total			220,000

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings on terms that will be acceptable to us.  We may not raise sufficient funds to fully carry out our business plan.

12

FUTURE FINANCINGS

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $220,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses.  These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

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

We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Our company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation and deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Stock Based Compensation

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

13

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As of January 31, 2015 we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (who is also our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

None

Item 3. Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

None.

Item 5. Other Information

None

14

Item 6. Exhibits

Exhibit Number	Description
(3)	(i) Articles of Incorporation; (ii) By-laws
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
3.2	By-laws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008).
3.3	Certificate of Amendment (Incorporated by reference to our Current Report on Form 8-K filed on July 1, 2010).
(10)	Material Contracts
10.1	Convertible Loan Agreement dated January 31, 2011 between our company and Triumph Capital Inc. (Incorporated by reference to our Current Report on Form 8-K filed on February 8, 2011).
10.2	Director Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
10.3	Consulting Agreement dated May 1, 2011 between our company and Dr. Allan Noah Fields (Incorporated by reference to our Current Report on Form 8-K filed on May 5, 2011).
10.4	Advertising Agreement dated May 12, 2011 between our company and Dr. Diego Allende (Incorporated by reference to our Current Report on Form 8-K filed on May 12, 2011).
10.5	Consulting Agreement dated August 11, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on August 18, 2011).
10.6	Share Cancellation Agreement dated August 30, 2011 between our company and Peter Wudy (Incorporated by reference to our Current Report on Form 8-K filed on August 31, 2011).
10.7	Consulting Agreement dated September 7, 2011 between our company and Radius Consulting, Inc. (Incorporated by reference to our Current Report on Form 8-K filed on September 23, 2011).
10.8	Stock Option Plan (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
10.9	Form of Stock Option Agreement (Incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011).
(21)	Subsidiaries of the Registrant
21.1	Takedown Fight Media Inc.
(31)	Section 1350 Certifications
31.1*	Section 302 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32)	Section 906 Certifications
32.1*	Section 906 Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
101**	Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed herewith

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	GREEN HYGIENICS HOLDINGS INC.
	(Registrant)
Date: June 6, 2018	/s/ Ron Loudoun
	Ron Loudoun
	President, Chief Executive Officer, Chief Financial Officer,
	Secretary and Treasurer Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

16

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

  18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ron Loudoun, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Green Hygienics Holdings Inc.;
2.	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;
3.	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;
4.	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:
	a.	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;
	b.	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;
	c.	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
	d.	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
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):
	a.	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.

Date: June 6, 2018

/s/ Ron Loudoun

Ron Loudoun

President, Chief Executive Officer, Chief Financial Officer,

Secretary and Treasurer Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ron Loudoun, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of Green Hygienics Holdings Inc. for the period ended January 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(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.

Dated: June 6, 2018

/s/ Ron Loudoun

Ron Loudoun

President, Chief Executive Officer, Chief Financial Officer,

Secretary and Treasurer and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

GREEN HYGIENICS HOLDINGS INC.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Green Hygienics Holdings Inc. and will be retained by Green Hygienics Holdings Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares

6 Months Ended

Jan. 31, 2015

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

Jan. 31, 2015

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 January 31, 2015 (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 January 31, 2015.

This amendment includes the unaudited financial statements for the quarter ended January 31, 2015. The original filing included unaudited management prepared financial statements that were not reviewed by the Company’s 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

Q2

Document Fiscal Year Focus

2015

XML

Condensed Interim Balance Sheets - USD ($)	Jan. 31, 2015	Jul. 31, 2014
Current assets
Cash	$ 3,068	$ 3,361
Total Assets	3,068	3,361
Current Liabilities
Accounts payable and accrued liabilities (Notes 4 and 5)	235,302	224,731
Loans payable (Note 3)	18,750	130,250
Convertible debt, net of unamortized discount of $nil (2014 - $35,429) (Note 4)	155,853	8,924
Due to related parties (Note 5)	70,774	70,774
Total Liabilities	480,679	434,679
Nature of operations and continuance of business (Note 1)
Subsequent events (Note 6)
Stockholder's Deficit
Common stock, 375,000,000 shares authorized, $0.001 par value 57,835shares issued and outstanding	58	58
Additional paid-in capital	12,016,022	12,016,022
Deficit	(12,493,691)	(12,447,398)
Total Stockholder's Deficit	(477,611)	(431,318)
Total Liabilities and Stockholder's Deficit	$ 3,068	$ 3,361

XML

Condensed Interim Balance Sheets (Parenthetical) - USD ($)	Jan. 31, 2015	Jul. 31, 2014
Current Liabilities
Convertible debt, net of unamortized discount		$ 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

XML

Condensed Interim Statements of Operations and Comprehensive Loss (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Expenses
Consulting fees		$ 76,880	$ 1,873	$ 100,199
General and administrative	870	57,338	1,114	76,788
Management fees (Note 5)		1,701,452		1,722,452
Total Expenses	870	1,835,670	2,987	1,899,439
Loss Before Other Income(Expense)	(870)	(1,835,670)	(2,987)	(1,899,439)
Other Income (Expense)
Foreign exchange	1,099	(1,344)	1,455	(1,344)
Interest expense	(25,012)	(5,038)	(44,761)	(8,684)
Loss on write-down of advances		(150,000)		(150,000)
Total Other Income (Expense)	(23,913)	(156,382)	(43,306)	(160,028)
Net Loss and Comprehensive Loss	$ (24,783)	$ (1,992,052)	$ (46,293)	$ (2,059,467)
Net Loss Per Share, Basic and Diluted	$ (0.43)	$ (36.89)	$ (0.80)	$ (41.19)
Weighted Average Shares Outstanding	57,835	54,000	57,835	50,000

XML

Condensed Interim Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Operating Activities
Net loss	$ (46,293)	$ (2,059,467)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debt	35,429	2,120
Imputed interest		5,460
Loss on settlement of accounts payable		432,950
Stock-based compensation		1,325,885
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	10,571	159,879
Net Cash Used In Operating Activities	(293)	(133,173)
Investing Activities
Advances for acquisition of assets		(73,800)
Net Cash Used In Investing Activities		(73,800)
Financing Activities
Proceeds from note payable		44,985
Proceeds from related party loan		26,088
Repayment of related party loan		(3,060)
Proceeds from stock issued		153,750
Net Cash Provided By Financing Activities		221,763
Decrease in Cash	(293)	(14,790)
Cash, Beginning of Period	3,361	4,324
Cash, End of Period	3,068	19,144
Non-cash Financing Activities:
Intrinsic value of beneficial conversion feature recorded as discount on convertible debt and additional paid-in capital		20,571
Stock issued to settle accounts payable		114,250
Supplemental Disclosures:
Interest paid
Income taxes paid

XML

Nature of Operations and Continuance of Business

6 Months Ended

Jan. 31, 2015

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 Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. In the opinion of management, the accompanying condensed interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s 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 January 31, 2015, the Company has a working capital deficiency of $477,611 and has an accumulated deficit of $12,493,691 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

XML

Significant Accounting Policies

6 Months Ended

Jan. 31, 2015

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 period’s 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.

XML

Loans Payable

6 Months Ended

Jan. 31, 2015

Notes to Financial Statements

Note 3. Loans Payable

(a) As at January 31, 2015, 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 January 31, 2015, the Company owes $nil (July 31, 2014 - $25,000) to a non-related party, which is non-interest bearing, unsecured, and due on demand.

XML

Convertible Debt

6 Months Ended

Jan. 31, 2015

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 holder’s option at a price of $0.00125 per share of the Company’s 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 Company’s shares of common stock at the time of issuance. As at January 31, 2015, the note has accrued interest of $4,100 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 holder’s option at a price of $0.00125 per share of the Company’s 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 Company’s shares of common stock at the time of issuance. As at January 31, 2015, the note has accrued interest of $1,185 (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 holder’s option at a price of $0.00125 per share of the Company’s 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 six months ended January 31, 2015, the Company accreted $19,240 (2014 - $5,343) of the debt discount which was recorded as interest expense. As at January 31, 2015, the convertible note has a carrying value of $24,583 (July 31, 2014 - $5,343) and accrued interest of $3,311 (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 holder’s option at a price of $0.00125 per share of the Company’s 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 six months ended January 31, 2015, the Company accreted $15,919 (2014 - $3,581) of the debt discount which was recorded as interest expense. As at January 31, 2015, the convertible note has a carrying value of $19,500 (July 31, 2014 - $3,581) and accrued interest of $1,624 (July 31, 2014 - $1,133) which has been included in accounts payable and accrued liabilities.

XML

Related Party Transactions

6 Months Ended

Jan. 31, 2015

Notes to Financial Statements

Note 5. Related Party Transactions

(a) During the six months ended January 31, 2015, the Company incurred $nil (2014 - $41,000) in management fees and $nil (2014 - $15,889) in consulting 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 Company’s common stock. As at January 31, 2015, the note has a principal amount outstanding of $70,774 (July 31, 2014 - $70,774) and accrued interest of $1,784 (July 31, 2014 - $nil) which has been included in accounts payable and accrued liabilities.

XML

Subsequent Events

6 Months Ended

Jan. 31, 2015

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 January 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 Company’s 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 January 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)

XML

Significant Accounting Policies (Policies)

6 Months Ended

Jan. 31, 2015

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 period’s 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.

XML

Nature of Operations and Continuance of Business (Details Narrative) - USD ($)	Jan. 31, 2015	Jul. 31, 2014
Nature Of Operations And Continuance Of Business Details Narrative
Working capital deficit	$ (477,611)
Accumulated deficit	$ (12,493,691)	$ (12,447,398)

XML

Loans Payable (Details Narrative) - USD ($)	Jan. 31, 2015	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

XML

Convertible Debt (Details Narrative) - USD ($)		1 Months Ended		6 Months Ended
	Aug. 11, 2014	Dec. 31, 2013	Dec. 17, 2013	Jan. 31, 2015	Jan. 31, 2014	Jul. 31, 2014
Convertible note				$ 155,853		$ 8,924
Non-related party 3 [Member]
Convertible note				19,500		3,581
Debt discount				15,919	$ 3,581
Accrued interest				1,624		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				4,100
Non-related party 2 [Member]
Convertible note				24,583		5,343
Debt discount				19,240	$ 5,343
Accrued interest				3,311		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				$ 1,185		$ 0

XML

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014	Jul. 31, 2014
Management fees		$ 1,701,452		$ 1,722,452
Consulting fees		$ 76,880	1,873	100,199
President and Chief Executive Officer [Member]
Management fees			0	41,000
Consulting fees			$ 0	$ 15,889
Promissory note					$ 70,774
President and Chief Executive Officer 1 [Member]
Convertible price	$ 0.003		$ 0.003
Promissory note	$ 70,774		$ 70,774		70,774
Interest rate			5.00%
Accrued interest	$ 1,784		$ 1,784		$ 0

XML

Subsequent Events (Details Narrative) - USD ($)					1 Months Ended
	Jul. 07, 2015	Jun. 03, 2015	Jun. 01, 2015	Aug. 11, 2014	Aug. 24, 2015	Jul. 20, 2015	Jun. 22, 2015	Apr. 15, 2015	Dec. 31, 2013	Dec. 17, 2013	Jan. 31, 2015	Jul. 31, 2014
Convertible note											$ 155,853	$ 8,924
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
Subsequent Event [Member]
Reverse stock split			200-for-1
Debt convertible conversion of instrument shares issued		30,000,000
Debt convertible conversion of instrument shares issued, amount		$ 334,150
Subsequent Event [Member] | Non-related party [Member]
Convertible note								$ 145,000
Interest rate								5.00%
Maturity date								Jan. 15, 2015
Option price per share								$ 0.01
Subsequent Event [Member] | Non-related party [Member] | Promissory Note [Member]
Convertible note								$ 189,150
Interest rate								5.00%
Maturity date								Jan. 15, 2015
Option price per share								$ 0.01
Subsequent Event [Member] | President and Chief Executive Officer [Member]
Debt convertible conversion of instrument shares issued	50,000				1,600,000	1,500,000	1,500,000
Debt convertible conversion of instrument shares issued, amount	$ 150				$ 4,800	$ 4,500	$ 4,500