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, 2020

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of exchange on which registered

 

 

 

 

 

 

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 fling requirements for the past 90 days. Yes ☒      No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒      No ☐

 

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

 

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Emerging growth company

Smaller reporting company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be fled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to 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. 37,782,835 common shares issued and outstanding as of March 12, 2020.

    

 
 

 

 

 

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

16

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

 

Item 4.

Controls and Procedures

23

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

24

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

 

Item 3.

Defaults Upon Senior Securities

25

 

Item 4.

Mine Safety Disclosures

25

 

Item 5.

Other Information

25

 

Item 6.

Exhibits

26

 

SIGNATURES

 

27

  

2

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The interim consolidated 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, 2020 are not necessarily indicative of the results that may be expected for the full fiscal year.

 

GREEN HYGIENICS HOLDINGS INC.

Consolidated Financial Statements

January 31, 2020

(Expressed in U.S. dollars)

(unaudited)

 

 

Index

 

Consolidated Balance Sheets

4

 

Consolidated Statements of Operations and Comprehensive Loss

5

 

Consolidated Statements of Cash Flows

6

 

Notes to the Consolidated Financial Statements

8

  

 
3

 

Table of Contents

 

GREEN HYGIENICS HOLDINGS INC.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

 

 

 

January 31,

2020

$

 

 

July 31,

2019

$

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

 

52,943

 

 

 

767

 

Prepaid expense

 

 

15,000

 

 

 

-

 

Trust funds

 

 

-

 

 

 

2,486

 

Inventory

 

 

306,450

 

 

 

306,450

 

Total Current Assets

 

 

374,393

 

 

 

309,703

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

-

 

 

 

100,000

 

Fixed Assets (Note 5)

 

 

4,724,653

 

 

 

145,138

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

5,099,046

 

 

 

554,841

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

316,292

 

 

 

201,178

 

Accounts payable – related parties (Note 8)

 

 

200,833

 

 

 

57,500

 

Accrued interest payable

 

 

29,785

 

 

 

510

 

Deferred revenue

 

 

15,973

 

 

 

-

 

Defaulted loan payable (Note 4)

 

 

155,250

 

 

 

155,250

 

Discounted note payable (Note 4)

 

 

7,363

 

 

 

-

 

Current portion of long term debt

 

 

40,800

 

 

 

-

 

Due to related parties (Note 8)

 

 

1,832,346

 

 

 

780,398

 

Total Current Liabilities

 

 

2,598,642

 

 

 

1,194,836

 

 

 

 

 

 

 

 

 

 

Long Term Liabilities

 

 

 

 

 

 

 

 

Agreement payable (less current portion) (Note 5)

 

 

132,319

 

 

 

-

 

Mortgage payable (Note 6)

 

 

2,750,000

 

 

 

-

 

Second Mortgage payable (Note 7)

 

 

1,760,000

 

 

 

-

 

Total Long-Term Liabilities

 

 

4,642,319

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Current and Long-Term Liabilities

 

 

7,240,961

 

 

 

1,194,836

 

 

 

 

 

 

 

 

 

 

Nature of operations and continuance of business (Note 1 and 2)

 

 

 

 

 

 

 

 

Commitments (Note 10)

 

 

 

 

 

 

 

 

Subsequent events (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder’s Deficit

 

 

 

 

 

 

 

 

Common stock, 375,000,000 shares authorized, $0.001 par value 37,482,835 and 36,657,835 shares issued and outstanding

 

 

37,483

 

 

 

36,658

 

Stock payable

 

 

1,200,000

 

 

 

-

 

Additional paid-in capital

 

 

43,450,286

 

 

 

42,089,489

 

Deficit

 

 

(46,829,684 )

 

 

(42,766,142 )

Total Stockholder’s Deficit

 

 

(2,141,915 )

 

 

(639,995 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholder’s Deficit

 

 

5,099,046

 

 

 

554,841

 

  

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

 

 
4

 

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GREEN HYGIENICS HOLDINGS INC.

Condensed Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

 

 

 

Three Months

Ended

January 31,

2020

$

 

 

Three Months

Ended

January 31,

2019

$

 

 

Six Months

Ended

January 31,

2020

$

 

 

Six Months

Ended

January 31,

2019

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

55,774

 

 

 

-

 

 

 

55,774

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees (Note 4)

 

 

114,000

 

 

 

27,500

 

 

 

278,396

 

 

 

55,000

 

Business development costs

 

 

1,214,292

 

 

 

-

 

 

 

2,441,884

 

 

 

-

 

Supplies

 

 

88,949

 

 

 

-

 

 

 

481,465

 

 

 

-

 

Sub contracts

 

 

52,389

 

 

 

-

 

 

 

120,678

 

 

 

-

 

Payroll expenses

 

 

179,986

 

 

 

-

 

 

 

338,717

 

 

 

-

 

General and administrative

 

 

93,933

 

 

 

8,263

 

 

 

148,333

 

 

 

10,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

1,743,549

 

 

 

35,763

 

 

 

3,809,473

 

 

 

65,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Other Income (Expense)

 

 

(1,687,775 )

 

 

(35,763 )

 

 

(3,753,699 )

 

 

(65,172 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

(7,363 )

 

 

-

 

 

 

(7,363 )

 

 

-

 

Depreciation

 

 

(21,114 )

 

 

-

 

 

 

(34,464 )

 

 

-

 

Interest expense

 

 

(152,565 )

 

 

(716 )

 

 

(268,016 )

 

 

(1,432 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) and Comprehensive Income (Loss)

 

 

(1,868,817 )

 

 

(36,479 )

 

 

(4,063,542 )

 

 

(66,604 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) Per Share, Basic and Diluted

 

 

(0.06 )

 

 

(0.001 )

 

 

(0.11 )

 

 

(0.002 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

37,482,835

 

 

 

34,707,835

 

 

 

37,478,351

 

 

 

34,707,835

 

 

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

 

 
5

 

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GREEN HYGIENICS HOLDINGS INC.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

 

 

 

Six Months

Ended

January 31,

2020

$

 

 

Six Months

Ended

January 31,

2019

$

 

Operating Activities

 

 

 

 

 

 

Net loss

 

 

(4,063,542 )

 

 

(66,004 )

Imputed interest

 

 

55,622

 

 

 

-

 

Depreciation expense

 

 

34,464

 

 

 

-

 

Amortization of discount on note payable

 

 

7,363

 

 

 

-

 

Share based compensation

 

 

2,421,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(15,000 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Accrued interest payable

 

 

29,275

 

 

 

-

 

Inventory

 

 

-

 

 

 

-

 

Accounts payable and accrued liabilities

 

 

115,114

 

 

 

61,048

 

Accounts payable - related party

 

 

143,333

 

 

 

-

 

Deferred revenue

 

 

15,973

 

 

 

-

 

Due to related parties

 

 

-

 

 

 

15,287

 

Net Cash Provided By (Used In) Operating Activities

 

 

(1,256,398 )

 

 

73

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

Cash paid for purchase of fixed assets

 

 

(118,586 )

 

 

-

 

Net Cash Provided by (Used In) Investing Activities

 

 

(118,586 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

297,638

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Proceeds from Discounted Notes Payable

 

 

85,000

 

 

 

-

 

Principle payments on Agreement Payable

 

 

(9,912 )

 

 

-

 

Advances from related parties

 

 

1,051,948

 

 

 

-

 

Net Cash Provided by Financing Activities

 

 

1,424,674

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Increase in cash

 

 

49,690

 

 

 

73

 

 

 

 

 

 

 

 

 

 

Cash and trust funds, Beginning of Period

 

 

3,253

 

 

 

132

 

 

 

 

 

 

 

 

 

 

Cash and trust funds, End of Period

 

 

52,943

 

 

 

205

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures:

 

 

 

 

 

 

 

 

Interest paid

 

 

181,687

 

 

 

 

Income taxes paid

 

 

 

 

 

 

Non-Cash Transactions

 

 

 

 

 

 

 

 

Equipment financed through debt

 

 

183,031

 

 

 

-

 

Land acquired through debt

 

 

2,750,000

 

 

 

-

 

Deposit on acquisition of property

 

 

100,000

 

 

 

--

 

Discount on warrants

 

 

85,000

 

 

 

-

 

  

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

 

 
6

 

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GREEN HYGIENICS HOLDINGS INC.

Consolidated Statements of Stockholders’ Deficit

(Expressed in U.S. dollars)

(unaudited)

 

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Stock

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Payable

 

 

Deficit

 

 

Equity

 

 

 

 

 

$

 

 

$

 

 

 

 

$

 

 

$

 

Balance, July 31, 2018

 

 

34,707,835

 

 

 

34,708

 

 

 

40,544,980

 

 

 

-

 

 

 

(40,922,248 )

 

 

(342,560 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imputed interest

 

 

 

 

 

 

 

 

 

 

22,009

 

 

 

 

 

 

 

 

 

 

 

22,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

1,950,000

 

 

 

1,950

 

 

 

1,522,500

 

 

 

 

 

 

 

 

 

 

 

1,522,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,843,894 )

 

 

(1,843,894 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2019

 

 

36,657,835

 

 

 

36,658

 

 

 

42,091,439

 

 

 

-

 

 

 

(42,766,142 )

 

 

(639,995 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imputed interest

 

 

 

 

 

 

 

 

 

 

55,622

 

 

 

 

 

 

 

 

 

 

 

55,622

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount on warrants

 

 

 

 

 

 

 

 

 

 

85,000

 

 

 

 

 

 

 

 

 

 

 

85,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

825,000

 

 

 

825

 

 

 

1,220,175

 

 

 

 

 

 

 

 

 

 

 

1,221,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares to be issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,200,000

 

 

 

 

 

 

 

1,200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,063,542 )

 

 

(4,063,542 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2020

 

 

37,482,835

 

 

 

37,483

 

 

 

43,450,286

 

 

 

1,200,000

 

 

 

(46,829,684 )

 

 

(2,141,915 )

 

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

 

 
7

 

Table of Contents

  

GREEN HYGIENICS HOLDINGS INC.

Notes to the Consolidated Financial Statements

January 31, 2020

(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.

 

The Company is an innovative, full-scope, science-driven, premium hemp cultivation and branding enterprise focused on the cultivation and processing of industrial hemp for cannabidiol (“CBD”). The Hemp Farming Act of 2018 removed hemp from Schedule I controlled substances (defined as cannabis with less than 0.3% THC) making it an ordinary agricultural commodity.

 

The Company’s business model includes generating revenues from the sale of hemp and premium-grade CBD products; creating trusted global consumer brands; developing valuable IP; and growing the Company rapidly through strategic acquisitions. With direct regard to acquisitions, the Company acts as a business accelerator and a vertical integrator focusing to support rapid growth and development of companies with extraordinary potential.

 

On June 10, 2019, the Company secured a multiyear purchase order for the sale of hemp to U.S. Tobacco De Mexico. Under the terms of the contract, the Company is required to deliver a total $56.4 million worth of hemp flower over a five-year period to US Tobacco De Mexico for use in the production of CBD hemp cigarettes.

 

On June 14, 2019, the Company secured from the County of San Diego Department of Agriculture, Weights and Measures, a grower registration for industrial hemp cultivation.

 

On July 22, 2019, the Company secured licenses for the processing of hemp in the state of North Carolina.

 

The licenses were granted to the Company’s newly formed subsidiary, Coastal Labs North Carolina LLC, by the North Carolina Industrial Hemp Commission. The Company’s second subsidiary in the state is Green Hygienics North Carolina LLC, which will be partnering for cultivation this year with the intention of meeting the earnings qualification to be licensed on its own for next year’s cultivation.

 

The Company created Coastal labs and Green Hygienics near the end of July. There was no accounting activity prior to January 31, 2020. The Company’s policy is to consolidate all entities which we control and or own more than 51% of the voting stock. These entities are expected to have accounting activity during subsequent periods and will be consolidated accordingly.

 

On August 26, 2019, the Company completed the acquisition of the 824-acre Potrero Ranch Property near San Diego, California for a total purchase price of $4,510,000. The Company will utilize the land and buildings for industrial hemp for CBD cultivation. The property includes over 400,000 square feet of outbuildings which are currently being converted into greenhouses.

 

Going Concern

 

These consolidated 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 generated revenues of $55,774 since 2013. 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 of January 31, 2020, the Company has a working capital deficiency of $2,224,249 and has an accumulated deficit of $46,829,684 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These 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.

 

 
8

 

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2. Significant Accounting Policies

 

(a) Basis of Presentation

 

These 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) Principles of Consolidation

 

These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All inter-company balances and transactions are eliminated.

 

(c) Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. 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.

 

(d) Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance and trust funds to be cash equivalents.

 

(e) Inventory

 

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. As of the date of this report, no reserve was deemed necessary.

 

(f) Impairment of Long-Lived Assets

 

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. Impairment of long-lived assets is recognized when the net book value of such assets exceeds their expected cash flows, in which case the assets are written down to fair value, which is determined based on discounted future cash flows or appraised values.

 

(g) Related Party Transactions

 

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements.

 

(h) Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

 
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2. Significant Accounting Policies (continued)

 

(i) Foreign Currency Translation

 

The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in the statement of operations.

 

(j) Financial Instruments and Fair Value Measures

 

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

(k) Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 

(l) Revenue

 

Pursuant to ASC 606, Revenue from contracts with customers. As of the date of this report, the Company has not recognized any revenue related to the business. The only revenue recognized to date is the land use rental income from San Diego Gas and Electric Company in the amount of $55,784. The term of the rental agreement is in effect until December 2020 with a monthly payment of $17,000.

 

(m) Leases

 

Pursuant to ASC 842, transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. As of the date of this report, the Company has no material transactions to report.

 

 
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2. Significant Accounting Policies (continued)

 

(n) Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of January 31, 2020, the Company does not have any potentially dilutive shares.

 

(o) Comprehensive Loss

 

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.

 

(p) Recent Accounting Pronouncements

 

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. During the three months ended January 31, 2020 the Company assessed the impact this guidance had on its financial statements and concluded that at present ASU No. 2018-10 has no impact on its financial statements.

 

3. Fixed Assets

 

Fixed assets are recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

 

Fixed assets consist of the following:

 

 

 

Useful Life

 

Balance at

July 31,

2019

$

 

 

Additions

$

 

 

Accumulated Depreciation

$

 

 

Balance at

January 31,

2020

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production equipment

 

5 years

 

 

46,379

 

 

 

305,531

 

 

 

(28,137 )

 

 

323,773

 

Furniture and office equipment

 

5 years

 

 

8,102

 

 

 

-

 

 

 

(813 )

 

 

7,289

 

Buildings and improvements

 

15 years

 

 

90,657

 

 

 

96,086

 

 

 

(5,514 )

 

 

181,229

 

Land

 

 

 

 

-

 

 

 

4,212,362

 

 

 

-

 

 

 

4,212,362

 

 

 

 

 

 

145,138

 

 

 

4,613,979

 

 

 

(34,464 )

 

 

4,724,653

 

 

Fixed asset costs are being depreciated using the straight-line method based on the useful life of the asset.

 

On August 26, 2019, the Company completed the acquisition of the 824-acre Potrero Ranch Property near San Diego, California for a total purchase price of $4,510,000. The Company will utilize the land and buildings for industrial hemp for CBD cultivation. The property includes over 400,000 square feet of outbuildings which are currently being converted into greenhouses. On August 23, 2019, the Company entered into an agreement payable with the Vendor of the Property for $2,750,000 for a portion of the purchase price. The terms of the agreement are monthly payments of interest only at the rate of 6% per annum. The debt is secured by a Promissory Note secured by a Deed of Trust on real property commonly known as Round Potrero Road, Potrero, California. The maturity date of the debt is August 23, 2024. On August 23, 2019 the Company entered into an agreement payable for $1,760,000 with monthly payments of interest only at the rate of 15% per annum. The debt is secured by a Promissory Note secured by a second charge on the Deed of Trust on real property commonly known as Round Potrero Road, Potrero, California. The maturity date of the debt is August 15, 2024. To date we have spent $184,342 in property and building improvements and have acquired over $300,000 worth of production equipment.

 

4. Loans Payable

 

(a) As of January 31, 2020, the Company owes $155,250 (2019 - $nil) plus accrued interest of $8,336 (2018 - $nil) to a non-related party, which bears interest at the rate of 10% per annum, is unsecured and was due and payable on or before December 19, 2019. This loan payable is in default, and the Company is currently in negotiations to extend the maturity date.

 

 
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(b) As of January 31, 2020, the Company owes $125,000 (2019 - $nil) to a non-related party. On December 19, 2019, the Company entered into an securities purchase agreement, which was amended on January 8, 2020 (collectively, the “SPA”) with Triton Funds, LP, an accredited investor (“Triton”), pursuant to which the Company issued and sold to Triton (i) a discounted convertible promissory note (the “Note”) in the aggregate principal amount of up to $750,000, due June 30, 2020, bearing interest at a rate of ten percent (10%) per annum and convertible into shares of the Company’s common stock at a conversion price of $2.50 per share and (ii) a common stock purchase warrant (the “Warrant”), exercisable for two (2) years, to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $3.00 per share, for an aggregate purchase price of $600,000. If not exercised, the Warrant will expire at 5:00 pm EST on December 31, 2021.

 

On December 31, 2019, Triton paid an initial purchase price of $100,000 at the initial closing. The Company received net proceeds of $85,000 after paying fees of $15,000. The purchase price balance of $500,000 was to be paid upon a registration statement for the registration of the secondary offering and resale of the shares issuable upon conversion of the Note and exercise of the Warrant being declared effective by the Securities & Exchange Commission (the “SEC”). As of January 31, 2020, the Note was vested only as to an aggregate principal amount of $125,000, and the Warrant was vested only as to the right to purchase 41,667 shares. The remainder of the Note (as to an aggregate principal amount of $625,000) and the remainder of the Warrant (as to the right to purchase up to 203,333 shares) was to vest if, and only if, Triton pays the purchase price balance of $500,000. The original issue discount on the Note for the initial purchase price is $25,000, and the original issue discount for the Note, fully vested, is $150,000.

 

The Note can be prepaid at any time by paying 110% of the then outstanding principal, interest, default interest (if any), and any other amounts then due under the Note. The Note is initially convertible at a price per share equal to $2.50 (the “Fixed Conversion Price”); provided, however, that during the continuance of an event of default under the Note, the conversion price shall be equal to 75% of the lowest trading price of the Company’s common stock during the 30 trading days prior to conversion.

 

The original issue discount for the Warrant is $85,000 as of January 31, 2020. The Warrants was valued using a Black Scholes model which created a discount of the full value of cash received, bringing the full discount on the note to $125,000, which is to be amortized over the term of the Note. Through January 31, 2020, $7,363 of the discount was amortized, bringing the balance of the note to $7,363.

 

5. Agreement Payable

 

As of January 31, 2020, the Company owes $173,119 (2018 - $nil) to a non-related party and requires monthly payments of $4290.40 including interest at the rate of 5.66% per annum for a period of 48 months commencing November 1, 2019. The loan is secured by a collateral charge on production equipment.

 

6. Mortgage Payable

 

As of January 31, 2020, the Company owes $2,750,000 (2018 - $nil) to a non-related party, with monthly payments of interest only at the rate of 6% per annum. The debt is secured by a Promissory Note secured by a Deed of Trust on real property commonly known as Round Potrero Road, Potrero, California. The maturity date of the debt is August 23, 2024.

 

7. Second Mortgage Payable

 

As of January 31, 2020, the Company owes $1,760,000 (2018 - $nil) to a non-related party, with monthly payments of interest only at the rate of 15% per annum. The debt is secured by a Promissory Note secured by a second charge on the Deed of Trust on real property commonly known as Round Potrero Road, Potrero, California. The maturity date of the debt is August 15, 2024.

 

 
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8. Related Party Transactions

 

(a) As of January 31, 2020, the Company owes $56,824 (July 31, 2019 - $56,824) to a company controlled by the CEO of the Company. The debt bears interest at 5% per annum, is unsecured, and is due on demand. As of January 31, 2020, accrued interest of $16,257 (July 31, 2019 - $14,825) has been included in amounts due to related parties.

 

(b) As of January 31, 2020, the Company owes $1,775,522 (July 31, 2019 - $696,074) to a company controlled by the CEO of the Company. The debt includes funds advanced to the Company for business development purposes, is non-interest bearing, unsecured, and due on demand.

 

(c) As of January 31, 2020, the Company owes $45,000 (July 31, 2019 - $nil) to the CEO of the Company for accrued consulting fees. The debt is non-interest bearing, unsecured, and due on demand and is included in accounts payable.

 

(d) As of January 31, 2020, the Company owes $35,000 (July 31, 2019 - $27,500) to a former director of the Company for accrued consulting fees. The debt is non-interest bearing, unsecured, and due on demand and is included in accounts payable.

 

(e) As of January 31, 2020, the Company owes $45,000 (July 31, 2019 - $15,000) to the CEO of a subsidiary of the Company for consulting fees. The debt is non-interest bearing, unsecured, and due on demand and is included in accounts payable.

 

(f) As of January 31, 2020, the Company owes $45,000 (July 31, 2019 - $15,000) to the President of a subsidiary of the Company for consulting fees. The debt is non-interest bearing, unsecured, and due on demand and is included in accounts payable.

 

(g) As of January 31, 2020, the Company owes $5,000 (July 31, 2019 - $nil) to the CTO of the Company for consulting fees. The debt is non-interest bearing, unsecured, and due on demand and is included in accounts payable.

 

(h) As of January 31, 2020, the Company owes $25,833 (July 31, 2019 - $nil) to the Chief Agricultural Operations Manager of the Company for consulting fees. The debt is non-interest bearing, unsecured, and due on demand and is included in accounts payable.

 

(i) During the six months ended January 31, 2020, the Company incurred $45,000 (2019 - $nil) in consulting fees to the CEO of the Company.

 

(j) During the six months ended January 31, 2020, the Company incurred $15,000 (2019 - $7,500) in consulting fees to the CTO of the Company.

 

(k) During the six months ended January 31, 2020, the Company incurred $7,500 (2019 - $7,500) in consulting fees to a former VP and former Director of the Company.

 

(l) During the six months ended January 31, 2020, the Company incurred $45,000 (2019 - $nil) in consulting fees to the President of a subsidiary of the Company.

 

(m) During the six months ended January 31, 2020, the Company incurred $45,000 (2019 - $nil) in consulting fees to the CEO of a subsidiary of the Company.

 

(n) Imputed interest of $55,622 for the six months ended January 31, 2020 and $22,009 for the year ended July 31, 2019 has been recorded for the above related party debts.

 

9. Share Issuances

 

(a) During the six months ended January 31, 2020, the Company issued 250,000 common shares to the CEO of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

(b) During the six months ended January 31, 2020, the Company issued 50,000 common shares to the Chief Agricultural Operations Manager of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

(c) During the six months ended January 31, 2020, the Company issued 200,000 common shares to the Chief Project Manager of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

 
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(d) During the six months ended January 31, 2020, the Company issued 25,000 common shares to the Assistant Agricultural Operations Manager of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

(e) During the six months ended January 31, 2020, the Company issued 300,000 common shares to non-related parties in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

(f) During the six months ended January 31, 2020, the Company agreed to issue 100,000 common shares to an Independent Director of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

(g) During the six months ended January 31, 2020, the Company agreed to issue 250,000 common shares to the Senior Vice President of Corporate Development of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

(h) During the six months ended January 31, 2020, the Company agreed to issue 250,000 common shares to a Senior Vice President of Business Development – Agriculture Division of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement.

 

10. Commitments/Contingencies

 

(a) On September 1, 2018, the Company entered into a consulting agreement with the CTO, Jeff Palumbo, whereby the Company agreed to pay a consulting fee of $2,500 per month for a period of two years commencing August 1, 2018. The agreement 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.

 

(b) On April 1, 2019, the Company entered into a consulting agreement with the Chief Development Officer of the Company, Hamid Rowshan, whereby the Company agreed to pay a to be negotiated consulting fee for an initial period of three months, which can be extended to five years upon mutual agreement.

 

(c) On April 1, 2019, the Company entered into a consulting agreement with the Business Development Officer of the Company, Paymon Omidi, whereby the Company agreed to pay a to be negotiated consulting fee for an initial period of three months, which can be extended to five years upon mutual agreement.

 

(d) On April 1, 2019, the Company entered into a consulting agreement with the Head of Research and Development of a subsidiary of the Company, Kiarash Mirkia. Pursuant to the terms of the agreement, the Company issued the consultant 50,000 common shares upon execution of the agreement.

 

(e) On June 1, 2019, the Company entered into a consulting agreement with the CEO of a subsidiary of the Company, Kavan Thanasith, whereby the Company agreed to pay a consulting fee of $7,500 per month for a period of five years. The monthly fee will increase to: $10,000 per month if the Company generates gross revenue of $1,000,000 per month; $12,500 per month if the Company generates gross revenue of $1,500,000 per month; $15,000 per month if the Company generates gross revenue of $2,000,000 per month and $20,000 per month if the Company generates gross revenue of $2,500,000 per month. The consultant shall also be granted 200,000 common shares per year for a period of five years.

 

(f) On June 1, 2019, the Company entered into a consulting agreement with the President of a subsidiary of the Company, Travis Chrisman, whereby the Company agreed to pay a consulting fee of $7,500 per month for a period of five years. The monthly fee will increase to: $10,000 per month if the Company generates gross revenue of $1,000,000 per month; $12,500 per month if the Company generates gross revenue of $1,500,000 per month; $15,000 per month if the Company generates gross revenue of $2,000,000 per month and $20,000 per month if the Company generates gross revenue of $2,500,000 per month. The consultant shall also be granted 200,000 common shares per year for a period of five years.

 

 
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(g) On August 1, 2019, the Company entered into a consulting agreement with the CEO of the Company, Ron Loudoun, whereby the Company agreed to pay a consulting fee of $7,500 per month for a period of three years and whereby the Company granted the Consultant an option to acquire 250,000 common shares of the Company or 250,000 Options at 10% below market value at the date of grant upon execution of the consulting agreement for an additional 2 years.

 

(h) On August 1, 2019, the Company entered into a consulting agreement with the Chief Agricultural Operations Manager, Anthony Curci, whereby the Company agreed to pay a signing bonus of $6,000 and a consulting fee of $6,000 per month for a period of six months. At the end of the six-month period, the Company may evaluate the performance with regards to an extension of the agreement. The Company also granted the Consultant an option to acquire 25,000 common shares of the Company or 25,000 Options at 10% below market value at the date of grant upon execution of the consulting agreement.

 

(i) On August 1, 2019, the Company entered into a consulting agreement with the Chief Project Manager, Greg Stinson, whereby the Company agreed to pay a signing bonus of $15,000 and a consulting fee of $7,500 per month for a period of five years. The Company also granted the Consultant an option to acquire 100,000 common shares of the Company or 100,000 Options priced at $0.50 per share upon execution of the consulting agreement and an additional 100,000 common shares or Options priced at 10% below market value at the date of grant six months after the execution of the agreement.

 

(j) On August 1, 2019, the Company entered into a consulting agreement with the Assistant Agricultural Operations Manager, Carol Snyder, whereby the Company agreed to pay a signing bonus of $4,000 and a consulting fee of $2,000 per month for a period of six months. At the end of the six-month period, the Company may evaluate the performance with regards to an extension of the agreement. The Company also granted the Consultant an option to acquire 25,000 common shares of the Company or Options at $0.50 per share upon execution of the consulting agreement and an additional 25,000 common shares or Options at 10% below market value at the date of grant six months after the execution of the agreement.

 

(k) During the six months ended January 31, 2020, the Company agreed to issue 100,000 common shares to an Independent Director of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement. The shares were issued in February, 2020.

 

(l) During the six months ended January 31, 2020, the Company agreed to issue 250,000 common shares to the Senior Vice President of Corporate Development of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement. The shares were issued in February, 2020.

 

(m) During the six months ended January 31, 2020, the Company agreed to issue 250,000 common shares to a Senior Vice President of Business Development – Agriculture Division of the Company in exchange for consulting services. The shares were valued based on OTC’s closing trade price on the date of the agreement. The shares were issued in February, 2020.

 

(n) On December 31, 2019, the Company granted to Triton Funds LP a common stock purchase warrant (the “Warrant”), exercisable for two (2) years, to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

 

There is currently no pending or threatened litigation.

 

11. Subsequent Events

 

As set forth in Note 4(b) above, on December 19, 2019, the Company entered into the SPA with Triton, pursuant to which the Company issued and sold to Triton the Note and the Warrant. On December 31, 2019, Triton paid an initial purchase price of $100,000 at the initial closing. The Company received net proceeds of $85,000 after paying fees of $15,000. The purchase price balance of $500,000 was to be paid upon a registration statement for the registration of the secondary offering and resale of the shares issuable upon conversion of the Note and exercise of the Warrant being declared effective by the Securities & Exchange Commission (the “SEC”). As of January 31, 2020, the Note was vested only as to an aggregate principal amount of $125,000, and the Warrant was vested only as to the right to purchase 41,667 shares. The remainder of the Note (as to an aggregate principal amount of $625,000) and the remainder of the Warrant (as to the right to purchase up to 203,333 shares) was to vest if, and only if, Triton pays the purchase price balance of $500,000. The original issue discount on the Note for the initial purchase price is $25,000, and the original issue discount for the Note, fully vested, is $150,000. The registration was declared effective by the SEC on February 11, 2020. Triton paid the purchase balance, and the Note and Warrant fully vested, on February 20, 2020.

 

On February 15, 2020, the Company agreed to issue an annual allocation of 100,000 common shares (or options to acquire same) to the Chief Financial Officer of the Company, of which 50,000 shares (or options) vested immediately and 50,000 shares (or options) vest at the end of the initial six month term, in exchange for consulting services.

  

On February 25, 2020, the Company issued 300,000 shares pursuant to certain consulting agreements executed in November, 2019.

  

 
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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 Green Hygienics Holdings Inc. and our subsidiaries, Coastal Labs NC LLC and Green Hygienics NC LLC, 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.

 

The Company is an innovative, full-scope, science-driven, premium hemp cultivation and branding enterprise focused on the cultivation and processing of industrial hemp for cannabidiol (“CBD”). The Hemp Farming Act of 2018 removed hemp from Schedule I controlled substances (defined as cannabis with less than 0.3% THC) making it an ordinary agricultural commodity.

 

The Company’s business model includes generating revenues from the sale of hemp and premium-grade CBD products; creating trusted global consumer brands; developing valuable IP; and growing the Company rapidly through strategic acquisitions. With direct regard to acquisitions, the Company acts as a business accelerator and a vertical integrator focusing to support rapid growth and development of companies with extraordinary potential.

 

Effective April 29, 2019, the Company entered into a definitive agreement with Coastal Labs, LLC to acquire all of the assets of Coastal Labs. The total consideration for the assets would be, at the Company’s election, $3,000,000 or a total of 2,000,000 shares of the Company’s common stock issuable over five years. In addition, the Company would enter into consulting agreements with each individual member of Coastal, or such entity as each respective member may designate, that sets forth ongoing compensation to each individual member of Coastal. The parties further agreed to form a new entity or arrange for the transfer of ownership of Coastal to a wholly-owned subsidiary of the Company to hold the acquired assets, to enter into an operating agreement that governs the operation of the assets, and to establish a board of directors for the subsidiary of up to 6 members, of whom 3, or half, whichever is greater, shall be nominees of Coastal. Further, the Company would assume all of Coastal’s contracts relating to sales and distribution of the products. The acquisition of the assets of Coastal Labs has not closed, and either party may terminate the agreement at any time.

 

In June, 2019, the Company formed two wholly owned subsidiaries, Coastal Labs NC LLC and Green Hygienics NC LLC for the purpose of registering as an industrial hemp processor and cultivator in the State of North Carolina pursuant to the North Carolina Industrial Hemp Pilot Program.

 

On June 10, 2019, the Company secured a multiyear purchase order for the sale of hemp to U.S. Tobacco De Mexico. Under the terms of the contract, the Company is required to deliver a total $56.4 million worth of hemp flower over a five-year period to US Tobacco De Mexico for use in the production of CBD hemp cigarettes. Since the issuance of the purchase order, the Company and US Tobacco De Mexico determined to renegotiate the purchase order due to several reasons, including production capacity and market price fluctuation. These negotiations are ongoing.

 

On June 14, 2019, the Company secured from the County of San Diego Department of Agriculture, Weights and Measures, a grower registration for industrial hemp cultivation.

 

 
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On July 22, 2019, the Company secured licenses for the processing of hemp in the state of North Carolina. The licenses were granted to the Company’s newly formed subsidiary, Coastal Labs NC LLC, by the North Carolina Industrial Hemp Commission. The Company’s second subsidiary in the state is Green Hygienics NC LLC, which will be partnering for cultivation this year with the intention of meeting the earnings qualification to be licensed on its own for next year’s cultivation.

 

On August 26, 2019, the Company the completed the acquisition of 824 acres of land known as the Potrero Ranch Property, located near San Diego, California for a purchase price of $4 million. The Company will utilize the land and buildings for industrial hemp for CBD cultivation. The property includes over 400,000 square feet of outbuildings which are currently being converted into greenhouses. The Company entered into an agreement payable with the seller of the property for $2,750,000 for a portion of the purchase price. The terms of the agreement are monthly payments of interest only at the rate of 6% per annum. This debt is secured by a promissory note secured by a deed of trust on the real property. The maturity date of the debt is August 23, 2024. The Company also entered into an agreement payable for $1,760,000 with monthly payments of interest only at the rate of 15% per annum. This debt is also secured by a promissory note secured by a second charge on the deed of trust on the real property. The maturity date of this debt is August 15, 2024. To date, the Company has spent $184,342 in property and building improvements and has acquired over $300,000 worth of production equipment.

 

In October 2019, the Company entered into an agreement to purchase the real property located at 13795 Blaisdell Place, Poway, California 92064, which includes a building containing approximately 15,048 square feet of R&D space on a 0.95 acre lot, for $4,000,000, of which $2,000,000 is payable in cash or common stock of the Company, and of which $2,000,000 would be financed pursuant to a promissory note and secured by a deed of trust on the property. The Company has until April 2020 to obtain the necessary financing to consummate the transaction.

 

Results of Operations

 

Three Months Ended January 31, 2020 Compared to the Three Months Ended January 31, 2019

 

Revenues

 

We are currently in the product growing and production stages and anticipate producing revenue in the next six months. We have also generated $55,774 in revenue for the three months ended January 31, 2020 from license fees pursuant to a license agreement for the right to use the premises at the Potrero Ranch Property for temporary storage of construction equipment.

 

Expenses

 

We incurred operating losses of $46,829,684 from date of incorporation June 12, 2008 to the period ended January 31, 2020. 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.

 

Operating expenses for the three months ended January 31, 2020 increased to $1,743,549 compared to $35,763 for the three months ended January 31, 2019. This increase is primarily due to a material increase in business development costs but was also due to increases in consulting fees, supplies, subcontracts, payroll expenses, and general and administrative costs, all of which resulted from our commencement of cultivation operations.

 

We incurred $7,363 in amortization of debt discount due to our issuance and sale of (i) a convertible promissory note (the “Note”) in the aggregate principal amount of up to $750,000, due June 30, 2020, bearing interest at a rate of ten percent (10%) per annum and convertible into shares of the Company’s common stock at a conversion price of $2.50 per share and (ii) a common stock purchase warrant (the “Warrant”), exercisable for two (2) years, to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $3.00 per share, for an aggregate purchase price of $600,000.

 

We incurred $152,565 in interest expenses due to debt financing during the three months ended January 31, 2020, which is an increase from $716 for the same period in 2019.

 

We recorded $21,114 of depreciation for the three months ended January 31, 2020.

 

We experienced a net loss of $1,868,817 during the three months ended January 31, 2020, as compared to a net loss of $36,479 for the three months ended January 31, 2019.

 

 
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An analysis of our results of operations are as follows:

     

 

 

Three Months Ended

 

 

 

 

 

January 31,

2020

$

 

 

January 31,

2019

$

 

 

Change

$

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

55,774

 

 

 

-

 

 

$ 55,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

114,000

 

 

 

27,500

 

 

$ 86,500

 

Business development costs

 

 

1,214,292

 

 

 

-

 

 

 

2,441,884

 

Supplies

 

 

88,949

 

 

 

-

 

 

 

481,465

 

Sub contracts

 

 

52,389

 

 

 

-

 

 

 

120,678

 

Payroll expenses

 

 

179,986

 

 

 

-

 

 

 

338,717

 

General and administrative

 

 

93,933

 

 

 

8,263

 

 

 

85,670

 

Amortization of debt discount

 

 

7,363

 

 

 

-

 

 

 

7,363

 

Interest

 

 

152,565

 

 

 

716

 

 

 

151,849

 

Depreciation

 

 

21,114

 

 

 

-

 

 

 

34,464

 

Net loss for the period

 

 

(1,868,817 )

 

 

(36,479 )

 

 

(1,832,338 )

 

Six Months Ended January 31, 2020 Compared to the Six Months Ended January 31, 2019

 

Revenues

 

We are currently in the product growing and production stages and anticipate producing revenue in the next six months. We have also generated $55,774 in revenue for the six months ended January 31, 2020 from license fees pursuant to a license agreement for the right to use the premises at the Potrero Ranch Property for temporary storage of construction equipment.

 

Expenses

 

We incurred operating losses of $46,829,684 from date of incorporation June 12, 2008 to the period ended January 31, 2020. 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.

 

Operating expenses for the six months ended January 31, 2020 increased to $3,753,699 compared to $65,172 for the six months ended January 31, 2019. This increase is primarily due to a material increase in business development costs but was also due to increases in consulting fees, supplies, subcontracts, payroll expenses, and general and administrative costs, all of which resulted from our commencement of cultivation operations.

 

We incurred $7,363 in amortization of debt discount due to our issuance and sale of (i) a convertible promissory note (the “Note”) in the aggregate principal amount of up to $750,000, due June 30, 2020, bearing interest at a rate of ten percent (10%) per annum and convertible into shares of the Company’s common stock at a conversion price of $2.50 per share and (ii) a common stock purchase warrant (the “Warrant”), exercisable for two (2) years, to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $3.00 per share, for an aggregate purchase price of $600,000.

 

We incurred $268,016 in interest expenses due to debt financing during the six months ended January 31, 2020, which is an increase from $1,432 for the same period in 2019.

 

We recorded $34,464 of depreciation for the six months ended January 31, 2020.

 

We experienced a net loss of $4,063,542 during the six months ended January 31, 2020, as compared to a net loss of $66,604 for the six months ended January 31, 2019.

 

 
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An analysis of our results of operations are as follows:

   

 

 

Six Months Ended

 

 

 

 

 

 

January 31,

2020

$

 

 

January 31,

2019

$

 

 

Change

$

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

55,774

 

 

 

-

 

 

$ 55,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

278,396

 

 

 

55,000

 

 

$ 223,396

 

Business development costs

 

 

2,441,884

 

 

 

-

 

 

 

2,441,884

 

Supplies

 

 

481,465

 

 

 

-

 

 

 

481,465

 

Sub contracts

 

 

120,678

 

 

 

-

 

 

 

120,678

 

Payroll expenses

 

 

338,717

 

 

 

-

 

 

 

338,717

 

General and administrative

 

 

148,333

 

 

 

10,172

 

 

 

138,161

 

Amortization of debt discount

 

 

7,363

 

 

 

-

 

 

 

7,363

 

Interest

 

 

268,016

 

 

 

1,432

 

 

 

266,584

 

Depreciation

 

 

34,464

 

 

 

-

 

 

 

34,464

 

Net loss for the period

 

 

(4,063,542 )

 

 

(66,604 )

 

 

(3,996,938 )

 

Balance Sheet

 

Our total assets increased to $5,099,046 as of January 31, 2020, from $554,841 as of July 31, 2019. This increase resulted primarily from our acquisition of the 824-acre Potrero Ranch Property near San Diego, California for a total purchase price of $4,000,000.

 

In 2019, 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 generated minimal revenues to date. The following table provides selected financial data about our Company as of January 31, 2020 and July 31, 2019.

 

Balance Sheet Data:

 

 

 

January 31,

2020

$

 

 

July 31,

2019

$

 

 

 

 

 

 

 

 

Cash and prepaid expenses

 

 

67,943

 

 

 

3,253

 

Inventory

 

 

306,450

 

 

 

306,450

 

Deposits

 

 

-

 

 

 

100,000

 

Fixed assets

 

 

4,724,653

 

 

 

145,138

 

Total assets

 

 

5,099,046

 

 

 

554,841

 

Total liabilities

 

 

7,240,961

 

 

 

1,194,836

 

Stockholders’ equity (deficit)

 

 

(2,141,915 )

 

 

(639,995 )

 

Liquidity and Capital Resources

 

As of January 31, 2020, our current assets were $374,393, comprised of $52,943 in cash, $15,000 in prepaid expenses, and $306,450 in inventory. This is an increase in current assets from $309,703 as of July 31, 2019. Our working capital deficit as of January 31, 2020 was $2,224,249, compared to a working capital deficit of $885,133 as of July 31, 2019.

 

Working Capital

 

 

 

January 31,

2020

$

 

 

July 31,

2019

$

 

 

 

 

 

 

 

 

Current Assets

 

 

374,393

 

 

 

309,703

 

Current Liabilities

 

 

2,598,642

 

 

 

1,194,836

 

Working Capital (Deficit)

 

 

(2,224,249 )

 

 

(885,133 )

 

During the six months ended January 31, 2020, we used $1,256,398 of cash for operating activities compared to generating $73 in the six months ended January 31, 2019.

 

During the six months ended January 31, 2020, we used $118,586 of cash for investing activities compared to none in the six months ended January 31, 2019.

 

During the six months ended January 31, 2020, we generated $1,424,674 of cash from financing activities compared to none in the six months ended January 31, 2019.

  

 
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Cash Flows

 

 

 

Six Months

Ended

January 31,

2020

$

 

 

Six Months

Ended

January 31,

2019

$

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

 

(1,256,398 )

 

 

73

 

Net cash used in investing activities

 

 

(118,586 )

 

 

-

 

Net cash provided by financing activities

 

 

1,424,674

 

 

 

-

 

Net change in cash

 

 

42,690

 

 

 

73

 

 

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 $600,000, comprised of $120,000 in business development costs and $480,000 in general and administrative expenses. 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.

 

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.

 

Effective December 19, 2019, we entered into a securities purchase agreement dated as of December 19, 2019 (the “SPA”) with Triton Funds, LP, an accredited investor (the “Buyer”), pursuant to which the Company issued and sold to the Buyer (i) a convertible promissory note (the “Note”) in the aggregate principal amount of up to $750,000, due June 30, 2020, bearing interest at a rate of ten percent (10%) per annum and convertible into shares of the Company’s common stock at a conversion price of $2.50 per share and (ii) a common stock purchase warrant (the “Warrant”), exercisable for two (2) years, to purchase up to 250,000 shares of the Company’s common stock at an exercise price of $3.00 per share, for an aggregate purchase price of $600,000.

 

On December 31, 2019, the Buyer paid an initial purchase price of $100,000 at the initial closing. The purchase price balance of $500,000 will be paid upon a registration statement for the registration of the secondary offering and resale of the shares issuable upon conversion of the Note and exercise of the Warrant being declared effective by the Securities & Exchange Commission (the “SEC”). The Note is currently vested only as to an aggregate principal amount of $125,000, and the Warrant is currently vested only as to the right to purchase 41,667 shares. The remainder of the Note (as to an aggregate principal amount of $625,000) and the remainder of the Warrant (as to the right to purchase up to 203,333 shares) shall vest if, and only if, Triton pays the purchase price balance of $500,000. The original issue discount on the Note for the initial purchase price is $25,000, and the original issue discount for the Note, fully vested, is $150,000.

 

The Note can be prepaid at any time by paying 110% of the then outstanding principal, interest, default interest (if any), and any other amounts then due under the Note. The Note is initially convertible at a price per share equal to $2.50 (the “Fixed Conversion Price”); provided, however, that during the continuance of an event of default under the Note, the conversion price shall be equal to 75% of the lowest trading price of the Company’s common stock during the 30 trading days prior to conversion.

 

Concurrently therewith, we entered into a registration rights agreement with the Buyer, pursuant to which we agreed to file a registration statement with the SEC for the registration of the secondary offering and resale of the shares issuable upon conversion of the Note and exercise of the Warrant and to have the registration statement declared effective by the SEC at the earliest possible date. The registration was declared effective by the SEC on February 11, 2020. The Buyer paid the purchase balance, and the Note and Warrant fully vested, on February 20, 2020.

 

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately an additional $120,000 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.

 

 
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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.

 

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.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance and trust funds to be cash equivalents.

 

Inventory

 

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary.

 

Impairment of Long-Lived Assets

 

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. Impairment of long-lived assets is recognized when the net book value of such assets exceeds their expected cash flows, in which case the assets are written down to fair value, which is determined based on discounted future cash flows or appraised values.

 

Related Party Transactions

 

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

 
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Foreign Currency Translation

 

The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in the statement of operations.

 

Financial Instruments and Fair Value Measures

 

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

  

 
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Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at July 31, 2019 and 2018, the Company does not have any potentially dilutive shares.

 

Comprehensive Loss

 

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.

 

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.

 

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.

 

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, 2020, 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. The material weaknesses included weaknesses in procedures for control evaluation, a lack of an audit committee, insufficient documentation of review procedures, and insufficient information technology procedures.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2020 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

M&K CPAs, 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.

 

 
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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

 

During the six months ended January 31, 2020, the Company issued 250,000 common shares to the CEO of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.

 

During the six months ended January 31, 2020, the Company issued 50,000 common shares to the Chief Agricultural Operations Manager of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.

 

During the six months ended January 31, 2020, the Company issued 200,000 common shares to the Chief Project Manager of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.

 

During the six months ended January 31, 2020, the Company issued 25,000 common shares to the Assistant Agricultural Operations Manager of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.

 

During the six months ended January 31, 2020, the Company issued 300,000 common shares to non-related parties in exchange for consulting services. The issuances were exempt under Section 4(a)(2) of the Securities Act.

 

During the six months ended January 31, 2020, the Company agreed to issue 100,000 common shares to an independent director of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.

 

During the six months ended January 31, 2020, the Company agreed to issue 250,000 common shares to the Senior Vice President of Corporate Development of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.

 

During the six months ended January 31, 2020, the Company agreed to issue 250,000 common shares to a Senior Vice President of Business Development – Agriculture Division of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.

 

 
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Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine safety Disclosures

 

None.

 

Item 5. Other Information

 

Departure of Principal Officers

 

Effective February 15, 2020, Ron Loudoun resigned as our Chief Financial Officer. Mr. Loudoun will continue to serve as our President and Chief Executive Officer.

 

Appointment of Principal Officers

 

Effective February 15, 2020, our board of directors appointed Todd Mueller as our Chief Financial Officer. On February 15, 2020, we entered into a consulting agreement with Mr. Mueller. The agreement is for an initial term ending on August 15, 2020 and provides for no annual base salary during the term of the agreement. Mr. Mueller shall receive an annual allocation of 100,000 shares of our common stock (or options to acquire same), of which 50,000 shares (or options) vested immediately and 50,000 shares (or options) vest at the end of the initial term. Future allocations of shares will be determined by the compensation committee of the board of directors or, if none, the entire board of directors. In addition, Mr. Mueller is eligible to receive bonuses of at the discretion of the compensation committee of the board of directors or, if none, the entire board of directors. The agreement also provides for reimbursement for all reasonable travel and other out-of-pocket expenses incidental to his services, provided, however, that the Company has the right to pre-approve any expense that may reasonably be expected to exceed $1,000.

   

Todd Mueller, 58, has served as our Chief Financial Officer since February 15, 2020. Prior to joining Green Hygienics, Mr. Mueller has served as a fractional executive officer for his clientele for the past 16 years. During that time as a fractional executive officer, he accepted the Chief Financial Officer position with LifeMed Alaska, a medevac company held by two independent hospital systems from 2013 to 2015. LifeMed was previously a client of Mr. Mueller’s services. Prior to providing fractional services, Todd was Chief Financial Officer for USA Capital, LLC, a privately held equipment leasing company from 1998 to 2003. Mr. Mueller was the Corporate Controller for Asset Investors Corporation, a NYSE publicly held real estate investment trust from 1990 to 1997 and Director of Finance for Skyworld Airlines, a NASDAQ publicly held charter airline and travel club from 1987 to 1989. He worked for two nationally and internationally ranked CPA firms auditing both private and publicly held companies upon graduating from Wartburg College and earned a BA in Accounting and Business Management in 1983.

    

 
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Item 6. Exhibits

 

Exhibit

Number

 

Description

 

2.1

 

Definitive Agreement dated April 29, 2019 by and among between Coastal Labs, LLC and Green Hygienics Holdings Inc., incorporated by reference to our Registration Statement on Form S-1 filed on January 31, 2020 (File No. 333-236212).

3.1

 

Articles of Incorporation of Silver Bay Resources, Inc. (now known as Green Hygienics Holdings Inc.), incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008 (File No. 333-153510).

3.2

 

Certificate of Amendment of Silver Bay Resources, Inc. (now known as Green Hygienics Holdings Inc.), incorporated by reference to our Current Report on Form 8-K filed on July 1, 2010 (File No. 333-153510).

3.3

 

Articles of Merger dated June 1, 2012 between of Green Hygienics Holdings Inc. and Takedown Entertainment, Inc., incorporated by reference to our Current Report on Form 8-K filed on June 7, 2012.

3.4

 

Certificate of Change Pursuant to NRS 78.209, incorporated by reference to our Current Report on Form 8-K filed on June 7, 2012.

3.5

 

Certificate of Amendment of Green Hygienics Holdings Inc., incorporated by reference to our Current Report on Form 8-K filed on February 21, 2013.

3.6

 

Bylaws, incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2008 (File No. 333-153510).

4.1

 

10% Convertible Promissory Note dated December 19, 2019, incorporated by reference to our Current Report on Form 8-K filed on January 15, 2020.

4.2

 

Common Stock Purchase Warrant dated December 19, 2019, incorporated by reference to our Current Report on Form 8-K filed on January 15, 2020.

10.1

 

Securities Purchase Agreement by and between Green Hygienics Holdings, Inc. and Triton Funds LP dated as of December 19, 2019, incorporated by reference to our Current Report on Form 8-K filed on January 15, 2020.

10.2

 

Registration Rights Agreement by and between Green Hygienics Holdings, Inc. and Triton Funds LP dated as of December 19, 2019, incorporated by reference to our Current Report on Form 8-K filed on January 15, 2020.

10.3

 

Amending Agreement by and between Green Hygienics Holdings, Inc. and Triton Funds LP dated as of January 8, 2020, incorporated by reference to our Current Report on Form 8-K filed on January 15, 2020.

10.4

 

Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated March 11, 2019 by and between Alita Capital, Inc. or Assignee, and Kreutzkamp Trust, incorporated by reference to our Current Report on Form 8-K filed on August 29, 2019.

10.5

 

Promissory Note Secured by Deed of Trust dated August 23, 2019, incorporated by reference to our Registration Statement on Form S-1 filed on January 31, 2020 (File No. 333-236212).

10.6

 

Secured Promissory Note dated August 15, 2019, incorporated by reference to our Registration Statement on Form S-1 filed on January 31, 2020 (File No. 333-236212).

10.7

 

Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated October 18, 2019 by and between Green Hygienics Holdings, Inc. or Assignee, and Dos Molson LLC and Pat Reid, incorporated by reference to our Current Report on Form 8-K filed on October 25, 2019.

10.8

 

Consulting Agreement dated August 1, 2019 between Ronald Loudoun and Green Hygienics Holdings Inc. , incorporated by reference to our Registration Statement on Form S-1 filed on January 31, 2020 (File No. 333-236212).

10.9

 

2011 Stock Plan, incorporated by reference to our Current Report on Form 8-K filed on September 8, 2011.

10.10*

 

Consulting Agreement dated February 15, 2020 between Todd Mueller and Green Hygienics Holdings, Inc.

31.1*

 

Section 302 Certification of Principal Executive Officer

31.2*

 

Section 302 Certification of Principal Financial Officer and Principal Accounting Officer.

32.1*

 

Section 906 Certification of Principal Executive Officer

32.2*

 

Section 906 Certification of Principal Financial Officer and Principal Accounting Officer.

 

101

 

Interactive Data Files

 

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

_________

* Filed herewith

  

 
26

 

Table of Contents

  

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 16, 2020 /s/ Ron Loudoun

 

 

Ron Loudoun  
    President, Chief Executive Officer, Secretary and Treasurer  
    Director  

 

 

(Principal Executive Officer)

 

 

 

 

 

         

Date: March 16, 2020

 

/s/ Todd Mueller

 

Todd Mueller

 

Chief Financial Officer

 

(Principal Financial Officer and

 

Principal Accounting Officer)

  

 

27

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