Quarterly Report (10-q)

Date : 03/18/2019 @ 8:31PM
Source : Edgar (US Regulatory)
Stock : Green Hygienics Holdings Inc. (PN) (GRYN)
Quote : 2.02  0.01 (0.50%) @ 8:56PM

Quarterly Report (10-q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended January 31, 2019
 
or
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from  ___________ to ___________
 
Commission File Number  000-54338
 
GREEN HYGIENICS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
26-2801338
(State or other jurisdiction of incorporation or organization)  
 
(IRS Employer Identification No.)

13795 Blaisdell Place, Suite 202, Poway, CA 92064
(Address of principal executive offices) (Zip Code)

1-855-802-0299
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
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 March 10, 2019.
 

 
Table of Contents
 
   
PART I - FINANCIAL INFORMATION
 
   
Item 1.  Financial Statements
3
   
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
9
   
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
12
   
Item 4.  Controls and Procedures
12
   
PART II - OTHER INFORMATION
 
   
Item 1.  Legal Proceedings
12
   
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
12
   
Item 3.  Defaults Upon Senior Securities
13
   
Item 4.  Mine Safety Disclosures
13
   
Item 5.  Other Information
13
   
Item 6.  Exhibits
13
   
SIGNATURES
14
 
 
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, 2018 are not necessarily indicative of the results that may be expected for the full fiscal year.

GREEN HYGIENICS HOLDINGS INC.
Condensed Financial Statements
January 31, 2019
(Expressed in U.S. dollars)
(unaudited)

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

3


GREEN HYGIENICS HOLDINGS INC.
Condensed Balance Sheets
(Expressed in U.S. dollars)


   
January 31, 2019
   
July 31, 2018
 
   
$
   
$
 
   
(unaudited)
         
ASSETS
               
                 
Current Assets
               
                 
Cash
 
205
   
132
 
Prepaid expenses
   
460
     
460
 
                 
Total Assets
   
665
     
592
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current Liabilities
               
Accounts payable and accrued liabilities (Note 4)
   
180,446
     
149,491
 
Loan payable (Note 3)
   
     
18,750
 
Due to related parties (Note 4)
   
227,433
     
172,961
 
                 
Total Liabilities
   
407,879
     
341,202
 
                 
Nature of operations and continuance of business (Note 1)
               
Commitments (Note 5)
               
                 
Stockholder’s Deficit
               
                 
Common stock, 375,000,000 shares authorized, $0.001 par value  34,707,835 shares issued and outstanding
   
34,708
     
34,708
 
Additional paid-in capital
   
40,546,930
     
40,546,930
 
Deficit
   
(40,988,852
)
   
(40,922,248
)
                 
Total Stockholder’s Deficit
   
(407,214
)
   
(340,610
)
                 
Total Liabilities and Stockholder’s Deficit
   
665
     
592
 




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

4


GREEN HYGIENICS HOLDINGS INC.
Condensed Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)


   
Three Months
Ended
January 31, 2019
   
Three Months
Ended
January 31, 2018
   
Six Months
Ended
January 31, 2019
   
Six Months
Ended
January 31, 2018
 
   
$
   
$
   
$
   
$
 
Expenses
                               
                                 
Consulting fees (Note 4)
 
27,500
   
30,000
     
55,000
     
60,000
 
General and administrative
   
8,263
     
13,656
     
10,172
     
15,051
 
                                 
Total Expenses
   
35,763
     
43,656
     
65,172
     
75,051
 
                                 
Loss Before Other Expense
   
(35,763
)
   
(43,656
)
   
(65,172
)
   
(75,051
)
                                 
Other Expense
                               
                                 
Interest expense
   
(716
)
   
(716
)
   
(1,432
)
   
(1,432
)
                                 
Net Loss and Comprehensive Loss
   
(36,479
)
   
(44,372
)
   
(66,604
)
   
(76,483
)
                                 
                                 
Net Loss Per Share, Basic and Diluted
   
     
     
     
 
                                 
Weighted Average Shares Outstanding
   
34,707,835
     
34,707,835
     
34,707,835
     
34,707,835
 




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

5


GREEN HYGIENICS HOLDINGS INC.
Condensed Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)


   
Six Months
Ended
January 31, 2019
   
Six Months
Ended
January 31, 2018
 
   
$
   
$
 
Operating Activities
               
Net loss
   
(66,604
)
   
(76,483
)
Changes in operating assets and liabilities:
               
Accounts payable and accrued liabilities
   
30,955
     
61,048
 
Due to related parties
   
35,722
     
15,287
 
                 
Net Cash Provided By (Used In) Operating Activities
   
73
     
(148
)
                 
Change in Cash
   
73
     
(148
)
                 
Cash, Beginning of Period
   
132
     
2,749
 
                 
Cash, End of Period
   
205
     
2,601
 
                 
Non-cash Investing and Financing Activities
               
                 
Accounts payable transferred to related party
   
     
21,430
 
Loan payable transferred to related party
   
18,750
     
 
                 
Supplemental Disclosures:
               
                 
Interest paid
   
     
 
Income taxes paid
   
     
 




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

6

GREEN HYGIENICS HOLDINGS INC.
Notes to the Condensed Financial Statements
January 31, 2019
(Expressed in U.S. dollars)
(unaudited)


1. Nature of Operations and Continuance of Business

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

These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at January 31, 2019, the Company has a working capital deficiency of $407,214 and has an accumulated deficit of $40,988,852 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

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

(b) Use of Estimates

The preparation of these condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(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. Loan Payable

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

7

GREEN HYGIENICS HOLDINGS INC.
Notes to the Condensed Financial Statements
January 31, 2019
(Expressed in U.S. dollars)
(unaudited)


4. Related Party Transactions

(a) As at January 31, 2019, the Company owes $56,824 (July 31, 2018 - $56,824) to a former director of the Company which bears interest at 5% per annum, is unsecured, and is due on demand. In the event of default, the holder may convert the unpaid amount of principal and accrued interest at a price of $0.003 per share of the Company’s common stock. As at January 31, 2019, accrued interest of $13,393 (2018 - $11,961) has been included in accounts payable and accrued liabilities.

(b) As at January 31, 2019, the Company owes $170,609 (July 31, 2018 - $116,137) to a company controlled by the President of the Company, which is non-interest bearing, unsecured, and due on demand.

(c) As at January 31, 2019, the Company owes $12,500 (July 31, 2018 - $nil) to a director of the Company, which is included in accounts payable and accrued liabilities.

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

(e) During the six months ended January 31, 2019, the Company incurred $15,000 (2018 - $7,500) in consulting fees to a company controlled by the President of the Company.

(f) During the six months ended January 31, 2019, the Company incurred $12,500 (2018 - $nil) in consulting fees to a director of the Company.

(g) During the six months ended January 31, 2019, the Company incurred $12,500 (2018 - $nil) in consulting fees to the CTO.

5. Commitments

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

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

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

8


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

FORWARD-LOOKING STATEMENTS

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

Corporate Overview
 
Green Hygienics Holdings Inc. (the Company) was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. and issued 55,000 shares of common stock on June 12, 2008 for cash of $20,000. On June 30, 2010, the Company changed its name to Takedown Entertainment Inc. On July 24, 2012, the Company changed its name to Green Hygienics Holdings Inc.
 
During 2008, the Company staked one mineral claim located 100 km northwest of Vancouver, British Columbia and acquired a molybdenum property comprised of one mineral claim located approximately 35 kilometers north of Vancouver, British Columbia. We did not proceed with further exploration of the mineral claims due to a determination that the results of our initial geological program did not generate investor interest in the claims and we were unable to finance further exploration. Mineral property costs of $20,000 were expensed during 2009. Both properties have since been abandoned by the Company.
 
During the years 2009 to June 3, 2015, the Company was involved in the acquisition, production, licensing, marketing and distribution of mixed martial arts (MMA) content, programming and merchandising for North American and International markets. The Company was negotiating to transfer to the former President of the Company all of its rights to and interests in its mixed martial arts program (Takedown), including any and all Takedown assets, in return for the forgiveness of a liability of $29,812 owing to the former President of the Company.
 
On June 3, 2015, through the expertise of its new management, Rick Powell and Jim Loseth, we entered into the commercial indoor cultivation business specializing in the construction of cannabis growing facilities and the management thereof. Currently, we are planning to obtain contracts to build marijuana growing operations for third parties.
 
We were to build pre-fabricated buildings which meet new mandatory fire and energy codes with structural products that are fire, rot, mold, and termite resistant. Our, pre-fabricated Green Hygienics material render the electrical, mechanical and HVAC engineering and installation more efficiently than conventional construction methods. This cuts the initial set up cost and time. Utilizing a sterile growing environment increases the likelihood of meeting requisite quality assurance standards. We use a soilless, scalable, production system. This provides the low running costs and high yielding required to produce the both quality of product, but volume consistently, while maintaining the possible lowest carbon footprint.

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

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

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

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

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

9


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

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

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

Expenses

We incurred operating losses of $40,988,852 from date of incorporation June 12, 2008 to the period ended January 31, 2019. These losses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. An analysis of the loss is as follows:

 
 
Six Months Ended
 
Expenses
 
January 31, 2019
 
 
January 31, 2018
 
 
Change
 
 
 
$
 
 
$
 
 
$
 
                   
Consulting fees
 
55,000
   
60,000
   
(5,000
)
General and administrative
 
 
10,172
 
 
 
15,051
 
 
 
  (4,879)
 
Interest expense
 
 
1,432
 
 
 
1,432
 
 
 
 
Net loss for the period
 
 
(66,604
)
 
 
(76,483
)
 
 
(9,879
)

In 2018, our auditors issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues. We have generated no revenues to date. The following table provides selected financial data about our company as at January 31, 2019 and July 31, 2018.

Balance Sheet Data:

 
 
January 31, 2019
 
 
July 31, 2018
 
 
 
 
$
 
 
 
$
 
                 
Cash and prepaid expenses
 
 
665
 
 
 
592
 
Total assets
 
 
665
 
 
 
592
 
Total liabilities
 
 
407,879
 
 
 
341,202
 
Stockholders' equity (deficit)
 
 
(407,214
)
 
 
(340,610
)

Liquidity and Capital Resources

Working Capital
  
 
 
January 31, 2019
 
 
July 31,2018
 
 
 
 
$
 
 
 
$
 
                 
Current Assets
 
 
665
 
 
 
592
 
Current Liabilities
 
 
407,879
 
 
 
341,202
 
Working Capital (Deficit)
 
 
(407,214
)
 
 
(340,610
)

10


During the six months ended January 31, 2019 and 2018, we did not raise any cash and had minimal expenditures for operating activities.
 
Our current cash balance will be unable to sustain operations for the next twelve months. We will be forced to raise additional funds by issuing new debt or equity securities or otherwise. We have raised no funds during the current quarter. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated no revenue to date.

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions.
 
We estimate that our expenses over the next 12 months will be approximately $220,000 as described in the table below.  These estimates may change significantly depending on the performance of our products in the marketplace and our ability to raise capital from shareholders or other sources.

Description
 
Estimated
Completion Date
 
Estimated Expenses
($)
 
 
 
 
 
 
 
 
Business development
 
12 months
 
 
120,000
 
General and administrative expenses
 
12 months
 
 
100,000
 
Total
 
 
 
 
220,000
 
 
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings on terms that will be acceptable to us.  We may not raise sufficient funds to fully carry out our business plan.
 
FUTURE FINANCINGS
 
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $220,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses.  These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
 
We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
 
We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
11


Critical Accounting Policies
 
Use of Estimates

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As of January 31, 2018, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses.
 
Changes in Internal Controls

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 

Saturna Group Chartered Professional Accountants LLP, our independent registered public accounting firm, is not required to and has not provided an assessment over the design or effectiveness of our internal controls over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None
 
12



Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine safety Disclosures

None.
 
Item 5. Other Information

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

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

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

Item 6. Exhibits

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

* Filed herewith

13



SIGNATURES
 
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
GREEN HYGIENICS HOLDINGS INC.
 
 (Registrant)
 
 
 
 
Date: March 18, 2019
/s/ Ron Loudoun
 
 
Ron Loudoun
 
President, Chief Executive Officer, Chief Financial Officer,
 
Secretary and Treasurer Director
 
(Principal Executive Officer, Principal Financial Officer
 
and Principal Accounting Officer)
 

 
14

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