GREEN HYGIENICS HOLDINGS INC. - FORM 10-Q

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EX-32.2 - EX-32.2 - GREEN HYGIENICS HOLDINGS INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2013

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

For the transition period from to

Commission File Number 333-153510

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.)

1937 Pendrell Street, Suite 1004, Vancouver, B.C., Canada V6G 1T4
(Address of principal executive offices) (Zip Code)

1-855-922-2368
(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES o NO

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES o 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. 11,039,078 common shares issued and outstanding as of December 3, 2013

Aggregate market value of voting common equity held by non-affiliates as of December 3, 2013: $3,800,000 approximately

Table of Contents

TABLE OF CONTENTS

PART I. Financial Information		Page

Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

PART II. Other Information

Item 1.	Legal Proceedings	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	[Removed and Reserved]	15
Item 5.	Other Information	15
Item 6.	Exhibits	16

Signatures		17

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended October 31, 2013 are not necessarily indicative of the results that may be expected for the full fiscal year.

GREEN HYGIENICS HOLDINGS INC.

(A Development Stage Company)

Balance Sheets

(Stated in US Dollars)

	As of			As of
	October 31			July 31
	2013			2013
	(Unaudited)			(Audited)

Assets
Current assets
Cash	$	912		$	4,324
Total current assets		912			4,324

Total Assets	$	912		$	4,324

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	25,480		$	23,844
Management fees payable		29,812			29,812
Loan payable to related party		181,947			183,226
Total current liabilities		237,239			236,882


Total Liabilities		237,239			236,882

Stockholders' Deficiency
Common Stock, $0.001 par value 375,000,000 Common Shares Authorized 9,298,313 Common Shares issued and outstanding as of October 31, 2013 and July 31, 2013, respectively		9,298			9,298
Stock payable		60,000			-
Additional paid-in capital		10,303,816			10,300,170
Deficit accumulated during development stage		(10,609,441	)		(10,542,026	)
Total stockholders’ deficit		(236,327	)		(232,558	)

Total liabilities and stockholders’ equity	$	912		$	4,324

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

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GREEN HYGIENICS HOLDINGS INC.

(A Development Stage Company)

Statements of Operations

(Stated in US Dollars)

(Unaudited)

							From inception
	For the three months ended October 31, 2013			For the three months ended October 31, 2012			(June 12, 2008) to October 31, 2013

Revenue	$	-		$	-		$	150,000

Expenses:
Mining claims		-			-			20,000
Administration fees		8,500			-			60,500
Business development		23,319			-			1,559,245
Consulting fees		-			-			245,997
Management fees		21,000			22,500			276,712
General and administrative expense		10,950			39,330			473,400
Total Expenses		63,769			61,830			2,635,854

Net loss from operations before other :		(63,769	)		(61,830	)		(2,485,854	)
Loss on conversion of debt		-			-			(8,046,699	)
Interest on debt		(3,646	)		(3,457	)		(76,888	)
Net loss before income tax		(67,415	)		(65,287	)		(10,609,441	)
Provision for income tax		-			-			-
Net Income (Loss)	$	(67,415	)	$	(65,287	)	$	(10,609,441	)

Basic & Diluted (Loss): per Common Share	$	(0.01	)	$	(1.29	)
Weighted Average Number: of Common Shares		9,298,313			51,466

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

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GREEN HYGIENICS HOLDINGS INC.

(a development stage company)

Statement of Stockholders' Equity (Deficit)

From Inception (June 12, 2008) to October 31, 2013 - unaudited

(Stated in US Dollars)

															Deficit
															Accumulated
												Stock			During			Total
	Common Stock						Paid in		Stock			Subscription			Exploration			Equity
	Shares			Amount			Capital		Payable			Receivable			Stage			(Deficit)

Shares issued to founders - June 12, 2008		55,000		$	55		$	19,945	$	-		$	-		$	-		$	20,000

Net loss for period		-			-			-		-			-			(81,747	)		(81,747	)
Balance, July 31, 2008		55,000		$	55		$	19,945	$	-		$	-		$	(81,747	)	$	(61,747	)

Net loss for year		-			-			-		-			-			(34,237	)		(34,237	)
Balance, July 31, 2009		55,000		$	55		$	19,945	$	-		$	-		$	(115,984	)	$	(95,984	)

Net loss for year		-			-			-		-			-			(55,107	)		(55,107	)
Balance, July 31, 2010		55,000		$	55		$	19,945	$	-		$	-		$	(171,091		$	(151,091	)

Conversion of Debt		-			-			-		1,146,950			(181,785	)		-			965,165
Net loss for year		-			-			-		-			-			(829,978	)		(829,978	)
Balance, July 31, 2011		55,000		$	55		$	19,945	$	1,146,950		$	(181,785	)	$	(1,001,069	)	$	(15,904	)

Cancellation of shares		(15,000	)		(15	)		15		-			-			-			-
Issuance of shares for debt settlement		764			1			1,146,949		(1,146,950	)		181,785			-			181,785
Issuance of shares for cash		1,369			1			454,999		-			-			-			455,000
Imputed interest		-			-			4,429		-			-			-			4,429
Net loss for year		-			-			-		-			-			(1,238,054	)		(1,238,054	)
Balance, July 31, 2012		42,133		$	42		$	1,626,337	$	-		$	-		$	(2,239,123	)	$	(612,744	)

Issuance of shares for:
Services		14,000			14			16,786		-			-			-			16,800
Cash		1,000,000			1,000			249,000		-			-			-			250,000
Conversion of loans Payable		875,000			875			891,625		-			-			-			892,500
Conversion of accounts payable		4,873,390			4,873			4,996,503		-			-			-			5,001,376
Conversion of management fee payable		2,493,790			2,494			2,510,653		-			-			-			2,513,147
Imputed interest		-			-			9,266		-			-			-			9,266
Net loss for year		-			-			-		-			-			(8,302,903	)		(8,302,903	)
Balance, July 31, 2013		9,298,313		$	9,298		$	10,300,170	$	-		$	-			(10,542,026	)	$	(232,558	)

120,000 shares subscribed, not issued		-			-			-		60,000			-			-			60,000
Imputed interest		-			-			3,646		-			-			-			3,646
Net loss for three months		-			-			-		-			-			(67,415	)		(67,415	)
Balance, October 31, 2013		9,298,313		$	9,298		$	10,303,816	$	60,000		$	-		$	(10,609,441	)	$	(236,327	)

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

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GREEN HYGIENICS HOLDINGS INC.

(A Development Stage Company)

Statements of Cash Flows

(Stated in US Dollars)

(unaudited)

	For the three months ended October 31, 2013			For the three months ended October 31, 2012			From inception (June 12, 2008) to October 31, 2013
Cash Flow from Operating Activities
Net loss	$	(67,415	)	$	(65,287	)	$	(10,609,441	)
Adjustments to reconcile net loss to net cash used:
Non cash directors fees		-			16,800			16,800
Imputed interest on related party loan		3,646			3,457			17,341
Loss on conversion of debt		-			-			900,535
Loss on settlement of accounts payable		-			-			4,756,209
Loss on settlement of management fees payable		-			-			2,389,955
Changes in:
Accounts payable		1,636			24,530			1,376,410
Management fees payable		-			20,500			-
Net cash used in operating activities		(62,133	)		-			(1,152,191	)


Cash Flow from Investing Activities		-			-			-
Net cash used in investing activities		-			-			-


Cash Flow from Financing Activities
Funds borrowed from related party		1,721						371,103
Loans repaid to related party		(3,000	)		-			(3,000)
Proceeds from shares subscribed for cash		60,000			-			60,000
Proceeds from shares issued		-			-			705,000
Proceeds from shares issued to founders		-			-			20,000
Net cash provided by financing activities		58,721			-			1,153,103

Change in cash for the period		(3,412	)		-			912
Cash at beginning of period		4,324			-			-
Cash at end of period	$	912		$	-		$	912

Cash Paid For:
Interest	$	-		$	-		$	-
Income Tax	$	-		$	-		$	-
Non cash transactions:
Services paid with common stock	$	-		$	16,800		$	16,800
Conversions of debt	$	-		$	-		$	1,146,950
Cancellation of common shares	$	-		$	-		$	30,000

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

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GREEN HYGIENICS HOLDINGS INC.

(a development stage company)

Footnotes to the Financial Statements

October 31, 2013

Unaudited

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the State of Nevada on June 12, 2008. On June 30, 2010 the Company changed its name to Takedown Entertainment Inc. and changed its business focus to mixed martial arts media entertainment. On July 24, 2012 the Company changed its name to Green Hygienics Holdings Inc. and is pursuing alternative energy and other environmentally friendly ventures.

The Company has been unable to raise additional capital to further its business and has been looking at all opportunities to maintain and enhance shareholder value, which may include a possible disposition of its current operations and/or entering into a potential business combination. The Company has been in negotiations with several potential business combination candidates. However, no definitive agreements have yet been entered into. There can be no assurances that a definitive agreement will be entered into or that a subsequent transaction will be closed.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company follows accounting principles generally accepted in the United States of America. In the opinion of management all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

REVENUE RECOGNITION

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, REVENUE RECOGNITION ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of October 31, 2013 the Company had $912 in cash or cash equivalents (July 31, 2013 cash of $4,324).

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DEVELOPMENT STAGE COMPANY

The Company is considered a development stage company, having limited (nil) operating revenues during the period presented, as defined by Accounting Standards Codification ASC 915-205 “Development-Stage Entities”. ASC 915-205 requires companies to report their operations, shareholders equity and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 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 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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

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 amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of October 31, 2013 and July 31, 2013:

	Fair Value Measurement at October 31, 2013						Fair Value Measurement at July 31, 2013
Financial Instrument	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Cash	$	912	$	-	$	-	$	4,324	$	-	$	-
Liabilities:
Accounts payable	$	-	$	25,480	$	-	$	-	$	23,844	$	-
Loan payable to related party	$	-	$	181,947	$	-	$	-	$	183,226	$	-

INCOME TAXES

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has $2,652,727 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2030. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes and had no uncertain tax positions as at October 31, 2013.

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Net deferred tax assets consist of the following components as of:

	October 31,			October 31,
	2013			2012
NOL Carryover	$	879,006		$	901,927
Valuation allowance		(879,006	)		(901,927	)
Net deferred tax asset	$	0		$	0

BASIC AND DILUTED NET LOSS PER COMMON SHARE

The Company computes net 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 net 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 October 31, 2013 and 2012, the Company had no potentially dilutive shares.

STOCK BASED COMPENSATION

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

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.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and has a limited operating history. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

As shown in the accompanying interim financial statements, the Company has incurred a net loss of $10,609,441 for the period from June 12, 2008 (inception) to October 31, 2013 and has generated minimal revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the three months ended October 31, 2013 the Company accrued and paid management fees of $21,000 to a director of the Company for services as an officer of the Company (2012- to a former director - $22,500). At October 31, 2013 the former director is owed $29,812. These debt to directors are unsecured, non interest bearing and with no fixed terms of repayment.

As of October 31, 2013, the Company has an outstanding balance due to related party of $181,947. During the three months ended October 31, 2013 the Company repaid $3,000 and borrowed an additional $1,721 leaving a balance owing of $181,947. For the three months ended October 31, 2013 the Company recorded $3,646 in imputed interest expense as a credit to Additional Paid in Capital. See NOTE 5.

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NOTE 5 – NOTE PAYABLE FROM RELATED PARTY

A shareholder advanced $213,000 to the Company as a loan with no fixed terms of repayment and non interest bearing. At July 31, 2013 the Company had settled $98,750 of the debt with the issuance of 875,000 common shares leaving a balance of $114,250 of the original loan outstanding. At July 31, 2013 the Company recorded $9,266 in imputed interest expense as a credit to Additional Paid in Capital. A further $68,976 in Company expenses were paid on behalf of the Company leaving a balance owing of $183,226 at July 31, 2013. The conversion of the debt for the issuance of common shares fairly valued at the market price on the date of authorization according to GAAP resulted in a loss on conversion of $687,825. See NOTE 4

NOTE 6 - COMMON STOCK

Effective July 24, 2012 the Company reverse split its common shares on the basis of one new share for each two thousand shares held (1 for 2,000). All share amounts have been adjusted retroactively to reflect the reverse split.

The Company issued 55,000 shares of common stock (founder’s shares) for $20,000 cash on June 12, 2008.

During the first quarter ended October 31, 2011:

–15,000 shares of common stock were returned to the Company for cancellation and credited $15 to Additional Paid In Capital;

–764 shares of common stock were issued in settlement of debts of $1,146,950; the company converted and recognized a loss of $106,785.

–353 shares of common stock were issued for cash of $250,000;

–234 shares of common stock were issued for cash of $60,000;

During the second quarter ended January 31, 2012:

–191 shares of common stock were issued for cash of $45,000;

–591 shares of common stock were issued for cash of $100,000.

During the first quarter ended October 31, 2012:

– On August 31, 2012 the Company issued 14,000 shares of common stock to the directors of the Company for services rendered to the Company by the directors. The shares issued are valued based on fair market value as determined between the parties at the date of authorization at $16,800.

During the third quarter ended April 30, 2013:

– 875,000 shares of common stock were issued in the settlement of $98,750 of loans payable and recognized a loss on settlement of $793,750 because the shares were valued based on their fair market value using the market price on the date of settlement which amount was greater than the debt, resulting in a loss;

– 7,367,180 shares of common stock fairly valued between the parties at market were issued in the settlement of $123,192 in management fees and $245,167 of debt. A loss on settlement of $7,146,164 was recorded because the shares were valued based on their fair market value using the market price on the date of settlement which amount was greater than the debt, resulting in a loss;

During the fourth quarter ended July 31, 2013:

- The Company issued 1,000,000 common shares valued at $0.25 per share and received $250,000 cash.

COMMITMENT TO ISSUE COMMON SHARES

Subsequent to October 31, 2013 the Company issued 120,000 shares of common stock for the receipt of $60,000. The funds were received prior to October 31, 2013 and at October 31, 2013 the Company recorded $60,000 as stock payable.

NOTE 7 – SUBSEQUENT EVENTS

Subsequent to October 31, 2013 the Company:

-	Issued 456,000 shares of common stock in settlement of debt of $114,250.

-	Issued 120,000 shares of common stock for cash received during the three months ended October 31, 2013 and issued 10,000 shares of common stock for $5,00 cash

-	Issued 60,000 shares of common stock in settlement of management fees owing of $29,812 and issued 4,000 shares of common stock as a finders fee fairly valued by both parties at $2,000

-	Issued 1,000,000 shares of common stock to the president of the Company in lieu of options and nominally valued at $1,000. Each year for four years commencing with 2013, 250,000 of the shares are vested.

There were no other events subsequent to the date of these financial statements which would have had a material effect on the financial statements at October 31, 2013.

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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 Takedown Entertainment Inc. and our subsidiary Takedown Fight Media Inc., unless otherwise indicated.

Corporate Overview

Green Hygienics Holdings Inc. (the Company) was incorporated in the State of Nevada on June 12, 2008 as Silver Bay Resources Inc. and issued 55,000 shares of common stock on June 12, 2008 (after accounting for the forward and reverse splits detailed below) for cash of $20,000. On June 30, 2010 the Company changed its name to Takedown Entertainment Inc and forward split its issued shares on the basis of five new shares for one old share (5:1) on the same date. On July 24, 2012 the Company changed its name to Green Hygienics Holdings Inc. and, on the same date, reverse split both its issued and outstanding shares of common stock on a two thousand old for one new basis (1:2000).

During 2008 the Company staked one mineral claim located 100 km northwest of Vancouver, British Columbia and acquired a molybdenum property comprised of one mineral claim located approximately 35 kilometers north of Vancouver, British Columbia. We did not proceed with further exploration of the mineral claims due to a determination that the results of our initial geological program did not generate investor interest in the claims and we were unable to finance further exploration. Mineral property costs of $20,000 were expensed during 2009. Both properties have since been abandoned by the Company.

During the years 2009 to date the Company has been involved in the acquisition, production, licensing, marketing and distribution of mixed martial arts (MMA) content, programming and merchandising for North American and International markets. The Company is currently negotiating to transfer to the former President of the Company all of its rights to and interests in its mixed martial arts program (Takedown), including any and all Takedown assets.

We had $912 in cash reserves as of October 31, 2013. We anticipate that we will incur $100,000 for administrative expenses, including professional, legal and accounting expenses associated with compliance with our periodic reporting requirements over the next twelve months, and approximately $10,000 per month ($120,000) to continue with our business development.

We are contemplating raising additional capital to finance our business operations. No final decisions regarding financing have been made at this time. It is anticipated that funding for the Company will come from one or more of the following means: engaging in an offering of our stock; engaging in borrowing; locating a joint venture partner or partners.

Plan of Operation

We are not currently able to fund our levels of operations for the next twelve months. As a result we will be forced to raise additional funds by issuing new debt or equity securities or otherwise. 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.

Our auditor has 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.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock.

Lack of Revenues

We have limited operational history. From our inception on June 12, 2008 to October 31, 2013 we have generated only nominal revenues.

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Expenses

Our expenses for the three months ended October 31, 2013 were $63,769 compared to $61,830 during the same period in 2012. The reason for the slight increase in expenses was the current focus on our business plans, expenditures on business development and a corresponding reduction in our expenditures on administration and corporate organization.

Net Loss

Our net loss for the three months ended October 31, 2013 was $67,415 compared to $65,287 during the same period in 2012 – a slight increase from period to period due to a reduction in administration and an increase in business development.

Liquidity and Capital Resources

At October 31, 2013 we had cash of $912 on hand (October 31, 2012 - $0 cash on hand). We are contemplating raising additional capital to finance our business plans. There can be no assurance that we will be able to raise the required financing. During the three months ended October 31, 2012 we issued 14,000 shares of common stock for Directors’ services fairly valued at a market value of $16,800 (nil October 31, 2013). The Company has financed its activities by an increase in accounts payable to suppliers and sale of equity common shares, resulting in an increase in its working capital deficiency from $232,558 at December 31, 2013 to $236,327 at October 31, 2013.

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

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

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

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

FUTURE FINANCINGS

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

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

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

Off-Balance Sheet Arrangements

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

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Critical Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to the 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.

Fair Value of Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 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 and 825 prioritize the inputs into three levels that may be used to measure fair value:

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

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 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.

Our company's financial instruments consist principally of cash and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Basic and Diluted Net Loss Per Common Share

Our company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As at October 31, 2013 and 2012, our company had no potentially dilutive shares.

Stock Based Compensation

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

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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 October 31, 2013 we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended October 31, 2013 that have materially or are reasonably likely to materially affect, 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

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None

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Item 6. Exhibits

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

101		Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

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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.

Date: December 19, 2013	By: /s/ David Ashby
	David Ashby, President, Chief Financial Officer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

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