UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended October 31, 2019

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 001-36877

 

Bigfoot Project Investments Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		45-3942184
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

4041 East Sunset Blvd, Henderson, NV		89014
(Address of principal executive offices)		(Zip Code)

 

816-304-2686

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ] No [X]

 

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

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 [  ]	Smaller reporting company [X]
Non-accelerated filer [  ]		Emerging growth 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 Act). Yes [  ] No [X]

 

The number of shares of Common Stock, $0.001 par value, outstanding on December 19, 2019 was 8,796,721,903 shares.

 

 

 

BIGFOOT PROJECT INVESTMENTS INC.

QUARTERLY PERIOD ENDED OCTOBER 31, 2019

 

Index to Report on Form 10-Q

 

		Page No.
	PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4T.	Controls and Procedures	6
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
	Signature	8

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

BIGFOOT PROJECT INVESTMENTS, INC.

Consolidated Balance Sheets

As of October 31, 2019, and July 31, 2019

(Unaudited)

 

		October 31, 2019				July 31, 2019
ASSETS
Current Assets
Cash		$	462			$	485
Total current assets			462				485
Fixed Assets
Equipment, net			1,070				1,181
Total Fixed Assets			1,070				1,181
Other Assets
Website Development			5,500				5,500
Accumulated Amortization			(5,500	)			(5,500	)
Total Other Assets			-				-
Total Assets		$	1,532			$	1,666
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts Payable		$	324,418			$	292,739
Advance from shareholders			70,283				75,135
Accrued Interest			90,131				88,640
Convertible Debt (net of unamortized discount)			98,751				97,153
Derivative Liability			250,236				224,809
Promissory note - related party			426,437				435,894
Total current liabilities			1,260,256				1,214,370
Total Liabilities			1,260,256				1,214,370
Stockholders’ deficit
Preferred stock, $0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding as of October 31, 2019 and July 31, 2019			-				-
Common stock, $0.001 par value; 19,500,000,000 shares authorized, 4,853,112,943 and 4,433,279,043 issued and outstanding as of October 31, 2019 and July 31, 2019, respectively			4,853,113				4,433,279
Additional paid in capital			4,802,889				5,190,011
Accumulated deficit			(10,914,726	)			(10,835,994	)
Total stockholders’ deficit			(1,258,724	)			(1,212,704	)
Total liabilities & stockholders’ deficit		$	1,532			$	1,666

 

See accompanying notes to unaudited consolidated financial statements

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

Consolidated Statements of Operations (Unaudited)

 

		Three Months Ended October 31, 2019				Three Months Ended October 31, 2018
Revenue		$	438			$	263
Operating expenses:
Professional fees			35,887				72,577
Expedition expense			-				13,233
General and administrative			1,680				5,738
Total operating expenses			37,567				91,548
Net loss from operations			(37,129	)			(91,285	)
Other Income (Expense)
Gain on Settlement			-				15,042
Derivative Gain			97				169,549
Interest Expense			(41,700	)			(47,684	)
Total Other Income (Expense)			(41,603	)			136,907
Net income (loss)		$	(78,732	)		$	45,622
Basic income (loss) per share		$	0.00			$	(0.02	)
Diluted loss per shares		$	0.00			$	(0.02	)
Weighted average shares outstanding			4,769,501,771				2,256,803,690
Fully diluted weighted average shares			5,696,991,128				3,677,126,944

 

See accompanying notes to unaudited consolidated financial statements

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

Consolidated Statements of Cash Flows (Unaudited)

 

		Three Months Ended October 31, 2019				Three Months Ended October 31, 2018
Cash flow from operating activities:
Net income (loss)		$	(78,732	)		$	45,622
Stock based compensation			-				8,647
Gain (loss) on derivative liability			25,593				(169,549	)
Amortization of debt discount			10,911				27,148
Depreciation			111				443
Gain on debt settlement			-				(15,042	)
Debt penalties			-				15,364
Change in operating liabilities:
Accounts Payable			31,679				38,385
Accrued Interest			4,724				4,724
Net cash used in operating activities			(5,714	)			(44,258	)
Cash flow from investing activities
Cash Paid for Purchases of Fixed Assets			-				-
Net cash used in investing activities			-				-
Cash flow from financing activities
Proceeds for Advances from shareholders			1,159				4,759
Payments on Advances from shareholders			(6,011	)			(36,284	)
Payments on Promissory Note			(9,457	)			(36,476	)
Proceeds from Convertible Notes			20,000				127,000
Net cash provided by financing activities			5,691				58,999
Net increase (decrease) in cash			(23	)			14,741
Cash at beginning of period			485				587
Cash at end of period		$	462			$	15,328
Supplemental Cash Flow Information:
Cash paid for income taxes		$	-				-
Cash paid for interest expense		$	-				-
Non-cash Transactions
Common stock issued for debt conversion		$	419,834				13,599
Settlement of derivative liability		$	116,328				59,079
Recognition of derivative debt discount		$	23,021				115,000

 

See accompanying notes to unaudited consolidated financial statements

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

Consolidated Statements of Changes in Stockholders’ Deficit

(Unaudited)

 

		Common Stock								Additional Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance, July 31, 2019			4,433,279,043			$	4,433,279			$	5,190,011			$	(10,835,994	)			(1,212,704	)
Stock Issued for Services			-				-				-				-				-
Stock Issued for conversion of debt			419,833,900				419,834				(410,143	)			-				9,691
Settlement of derivative liability			-				-				23,021				-				23,021
Net loss for the period			-				-				-				(78,732	)			(78,732	)
Balance, October 31, 2019			4,853,112,943			$	4,853,113			$	4,802,889			$	(10,914,726	)		$	(1,258,724	)

 

See accompanying notes to unaudited consolidated financial statements

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

Consolidated Statements of Changes in Stockholders’ Deficit

(Unaudited)

 

		Common Stock								Additional Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance, July 31, 2018			2,159,215,077			$	2,159,215			$	7,044,400			$	(10,345,279	)		$	(1,141,664	)
Stock Issued for Services			21,618,534				21,619				(12,972	)			-				8,647
Stock Issued for conversion of debt			110,289,820				110,290				(96,691	)			-				13,599
Settlement of derivative liability			-				-				59,079				-				59,079
Net income for the period			-				-				-				45,622				45,622
Balance, October 31, 2018			2,291,123,431			$	2,291,124			$	6,993,816			$	(10,299,657	)		$	(1,0147,717	)

 

See accompanying notes to unaudited consolidated financial statements

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization, Nature of Business and Trade Name

 

Bigfoot Project Investments Inc. (“we”, “our” the “Company”) was incorporated in the State of Nevada on November 30, 2011. The Company’s administrative office is located at 570 El Camino Real NR-150, Redwood City, CA and its fiscal year ended July 31. Since inception, the Company has been engaged in organizational efforts and the pursuit of financing. The Company was established as an entertainment investment business.

 

The Company’s mission is to create exciting and interesting proprietary investment projects, entertainment properties surrounding the mythology, research, and potential capture of the creature known as Bigfoot. The Company performs research in determining the existence of this elusive creature. For the past six years the research team, members of management have performed research on various expeditions investigating sightings throughout the United States and Canada.

 

The Company’s competitive advantage is the in-house knowledge and the advanced level of maturity of its various projects developed and currently owned by our officers and controlling shareholder. The Company will capitalize on the current projects through contractual agreements which allow the Company to continue to create media properties and establish physical locations, partnerships, and strategic alliances with other organizations to create revenue as a stand-alone business.

 

Basis of Presentation

 

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying unaudited interim financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. Operating results and cash flows for interim periods are not necessarily indicative of the results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our 10-K for the year ended July 31, 2019 filed on SEC website on December 9, 2019.

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Revenue Recognition

 

The Company accounts for revenues according to ASC Topic 606, “Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The new standard’s core principal is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring good or services to a customer. The principals in the standard are applied in five steps:

 

1) Identify the contract(s) with a customer;

2) Identify the performance obligations in the contract;

3) Determine the transaction price;

4) Allocate the transaction price to the performance obligations in the contract; and

5) Recognize revenue when (or as) the entity satisfies a performance obligation.

 

We adopted Topic 606 for the year ended July 31, 2019 using the modified retrospective transition method. We recognized the cumulative effect of adopting this guidance as an adjustment to our opening balance of retained earnings. Prior periods will not be retrospectively adjusted. The adoption of Topic 606 does not have a material impact to our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations, which were not broken down by revenue stream or geographic areas since the Company only sells within the United States and has only one revenue stream.

 

During the three months ended October 31, 2019 and 2018, the Company’s revenues were primarily made up of revenue generated from our online streaming distributor. The Company generated revenues from contracted sources of $438 and $263 for the three months ended October 31, 2019 and 2018, respectively.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All intercompany accounts and transactions have been eliminated.

 

Use of Estimates

 

The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates.

 

Fair value of financial instruments

 

The carrying value of cash, accounts receivable, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

 

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

●	Level 1 -	Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
●	Level 2 -	Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.
●	Level 3 -	Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

 

The following tables present the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of October 31, 2018 and July 31, 2018:

 

		Amount				Level 1				Level 2				Level 3
Embedded conversion derivative liability July 31, 2018		$	351,492			$	-			$	-			$	351,492
Total July 31, 2018			351,492												351,492
Embedded conversion derivative liability October 31, 2018			237,864				-				-				237,864
Total October 31, 2018		$	237,864			$	-			$	-			$	237,864

 

The following tables present the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of October 31, 2019 and July 31, 2019:

 

		Amount				Level 1				Level 2				Level 3
Embedded conversion derivative liability July 31, 2019		$	177,746			$	-			$	-			$	177,746
Warrant derivative liability			47,063												47,063
Total July 31, 2019			224,809												224,809
Embedded conversion derivative liability October 31, 2019			203,173				-				-				203,173
Warrant derivative liability			47,063												47,063
Total October 31, 2019		$	250,236			$	-			$	-			$	250,236

 

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:

 

Balance at July 31, 2018		$	351,492
Reclass to equity due to conversion			(59,079	)
Fair value of derivative liability at issuance charged to debt discount			115,000
Fair value of derivative liability at issuance charged to derivative loss			101,164
Write-off of derivative liability due to settlement			(57,248	)
Unrealized derivative gain included in other expense			(213,465	)
Balance at October 31, 2018		$	237,864
Balance at July 31, 2019			224,809
Fair value of derivative liability at issuance charged to debt discount			20,000
Fair value of derivative liability at issuance charged to derivative loss			42,518
Reclass to equity due to conversion			(16,994	)
Change in value of warrant derivative liability			(-	)
Unrealized derivative gain included in other expense			(20,097	)
Balance at October 31, 2019		$	250,236

 

The Company evaluated its convertible notes to determine if the embedded component of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The Company determined that due to the variable number of common stock that the notes convert to, the embedded conversion option were required to be bifurcated and accounted for as a derivative liability. The fair value of the derivative liability is calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liability are recorded in other income (expense) in the statements of operations. Upon conversion of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

 

The Company’s derivative instruments were valued using the Lattice model (for convertible notes) based on a probability weighted discounted cash flow model, and the Montel Carlo model (for tainted warrants) based on a multipath random event model. For the three months ended October 31, 2019, assumptions used in the valuation include the following: a) underlying stock price ranging from $0.00009 to $0.00010; b) projected discount on the conversion price ranging from 40% to 58% with the notes effectively converting at discounts in the range of 56.34% to 72.65%; c) projected volatility of 309.5% to 479.8%; d) probabilities related to default and redemption of the notes during the term of the notes.

 

The Company’s derivative instruments were valued using the Lattice model which was based on a probability weighted discounted cash flow model. For the three months ended October 31, 2018, assumptions used in the valuation include the following: a) underlying stock price ranging from $0.0016 to $0.0004; b) projected discount on the conversion price ranging from 50% to 35% and 62% with the notes effectively converting at discounts in the range of 26.75% to 58.0%; c) projected volatility of 324.7% to 434.5%; and d) probabilities related to default and redemption of the notes during the term of the notes.

 

The Company has considered the provisions of ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in each debenture could result in the note principal being converted to a variable number of the Company’s common shares.

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Basic and Diluted Earnings per Share

 

Basic earnings per share are based on the weighted-average number of shares of common stock outstanding.

 

The FASB ASC Topic 260, “Earnings per Share”, requires the Company to include additional shares in the computation of earnings per share, assuming dilution.

 

Diluted earnings per share are based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

We calculate basic earnings (loss) per share by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is calculated similarly but reflects the potential impact of outstanding stock options, stock warrants and other commitments to issue common stock, including shares issuable upon the conversion of convertible notes outstanding, except where the impact would be anti-dilutive.

 

The following is a reconciliation of basic and diluted earnings per share for the three months ended October 31, 2019 and 2018:

 

		Period Ended October 31, 2019				Period Ended October 31, 2018
Numerator:
Net Income (loss) available to common shareholders		$	(78,732	)		$	45,622
Net Income (loss) available to common shareholders adjusted for potential impact of the conversion of convertible notes outstanding		$	(140,501	)			(81,415	)
Denominator:
Weighted average shares – basic			4,769,501,774				2,256,803,690
Plus: Incremental shares from convertible debt			1,200,489,354				1,420,323,254
Weighted average shares - diluted			5,696,991,128				3,677,126,944
Net Income (loss) per share – basic		$	0.00			$	(0.02	)
Net loss per shares – diluted		$	(0.00	)		$	(0.02	)

 

NOTE 2 - GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of American applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred recurring losses, does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These factors raise substantial doubt about our ability to continue as a going concern.

 

In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the SEC, and payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital.

 

Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operation and growth. Management may raise additional capital by future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 3 – ADVANCE FROM SHAREHOLDERS

 

In the quarter ended October 31, 2018, additional advances from shareholders were received in the amount of $4,759. The Company made payments on these advances amounting to $36,284. These advances bear no interest and are due on demand. The total advances from shareholders as of July 31, 2018 were $57,524 and as of October 31, 2018 were $25,999.

 

In the quarter ended October 31, 2019, additional advances from shareholders were received in the amount of $1,159. The Company made payments on these advances amounting to $6,011. These advances bear no interest and are due on demand. The total advances from shareholders as of July 31, 2019 were $75,135 and as of October 31, 2019 were $70,283.

 

NOTE 4 – NOTE PAYABLE – RELATED PARTY

 

In January 2013, Bigfoot Project Investments, Inc. executed a promissory note in the amount of $484,029 as part of the asset transfer agreement for the transfer of all assets held by Searching for Bigfoot, Inc. In August 2013, the Company increased the balance of the promissory note by $489 to add an asset that was not included in the original transfer. Terms of the note are that the unpaid principle and the accrued interest are payable in full on January 31, 2018. The Company was able to pay $36,476 toward the principal of the loan during the period ended October 31, 2018. The holders of the note have agreed to allow the note to be renewed for another year.

 

The interest rate stated on the note is 4.0% (four percent). Monthly payments are not required in the note; however, the note does contain a prepayment clause that allows for payments to be made prior to the due date with no detrimental effects. As of October 31, 2018, and July 31, 2018, the outstanding balance on the note was $435,894 and $472,370.

 

The interest rate stated on the note is 4.0% (four percent). Monthly payments are not required in the note; however, the note does contain a prepayment clause that allows for payments to be made prior to the due date with no detrimental effects. As of October 31, 2019, and July 31, 2019, the outstanding balance on the note was $426,437 and $435,894.

 

Interest expense for the three months ended October 31, 2019 and 2018 was $4,724 and $4,724.

 

NOTE 5 - CAPITAL STOCK

 

The holders of the Company’s common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

 

The Company has 4,853,112,943 and 4,433,279,043 shares of common stock issued and outstanding as of October 31, 2019 and July 31, 2019, respectively.

 

During the three months ended October 31, 2019, the Board of Directors with the consent of majority shareholders authorized an increase in the authorized stock to 500,000,000 shares Preferred Series A and 19,500,000,000 shares common stock.

 

On October 31, 2019, pursuant to the Certificate of Designation, the Company authorized 500,000,000 shares of the Series A Convertible Preferred Stock, which shall be convertible into shares of common stock of the Company at the option of the holders thereof at any time after the issuance of the preferred stock. Each Series A Convertible Preferred Stock shall be converted into 24 shares of common stock. The Board voted to award the CEO Carmine T. Biscardi 500,000,000 shares of Preferred Series A stock, of which 50,000,000 shares of Series A convertible preferred stock were issued in exchange for $50,000 of the debt and 450,000,000 shares of Series A convertible preferred stock were issued as compensation for his long service to the Company. We determined the fair value of the restricted stock as of the issuance date based on the market price of $0.0001 for common stock with 1 share of Series A Preferred Stock convertible to 24 shares of common stock, resulting in a fair value of $0.0024 per share. Thus, the fair value for 50,000,000 and 450,000,000 shares of Series A Convertible Preferred Stock is $120,000 and $1,080,000, respectively as of October 31, 2019.

 

During the three months ended October 31, 2019, Auctus Fund LLC issued a conversion notice for the loan executed on August 1, 2018 to the Company for 204,833,900 shares of common stock for a principal reduction of $2,917, interest of $4,776 and fees of $500.

 

During the three months ended October 31, 2019, Crown Bridge Partners Fund LLC issued a conversion notice for the loan executed February 25, 2019 to the Company for 215,000,000 shares of common stock for a principal reduction of $6,775 and fees of $750.

 

During the three months ended October 31, 2018, the Company reserved 21,618,534 shares of common stock for Veyo Partners per the consulting agreement dated November 30, 2017. Fair value of the shares reserved as of October 31, 2018 is $8,647.

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 6 – DISTRIBUTION AGREEMENTS

 

The Company entered into a Distribution Agreement on September 2, 2017 with the Bosko Group LLC providing them a non-exclusive right to market the sales of the Company’s DVD’s. The Distribution Agreement requires the Company to pay the Bosko Group LLC ten percent (10%) of the selling price of the DVD’s sold. This agreement remained in effect for a period of 4 years and has been automatically renewed for an additional 4 years with no limit on the number of times the agreement may be automatically renewed, unless either party gives notice to the other of its desire to terminate the Agreement at least sixty (60) days before expiration of the original or renewal term.

 

In May 2017, the Company entered into two separate agreements (the “Re-Release”) with The Bosko Group LLC (the “Distributor”) to provide distribution and promotional services to the Company. The terms of the agreements provide for the following:

 

	a.	Compensation to the Company for the Re-Release will be based on projected gross sales range and royalties for six existing DVD documentaries which will be offered into all distribution markets as a series with a new introduction narrated by Tom Biscardi.
	b.	Compensation to the Company for the Distribution of new feature-length films is based on past performance of previous productions with up-front funding and projected royalties over all distribution channels. The Company completed production of the first of the new feature-length films in July 2017. The film was edited and released in August 2018 through various channels, and the Company is awaiting sales reports from the distribution company.

 

NOTE 7 – CONVERTIBLE NOTES

 

On January 19, 2017, the Company issued a convertible promissory note in the amount of $62,500 to EMA Financial, LLC, a Delaware limited liability company. This convertible note is due and payable January 19, 2018, has an interest rate of 10% and is convertible to common stock of the Company at a conversion price equal to the lower of: (i) the closing sale price of the common stock on the principal market on the trading immediately preceding the closing date of this note, and (ii) 50% of either the lowest sale price for the common stock on the principal market during the twenty-five (25) consecutive trading days immediately preceding the conversion date or the closing bid price. The note may be prepaid at 135% - 145% of outstanding principal balance. This note became convertible on May 23, 2017 and the variable conversion feature was accounted for as a derivative liability in accordance with ASC 815. This note went into default as of January 19, 2018.

 

On August 9, 2018, the Company and EMA Financial (“EMA”) negotiated a settlement agreement for the January 2017 Note. In the settlement agreement EMA agreed to accept the amount of $40,000 as the current outstanding balance of the January 2017 Note as of the Effective Date. As of the Effective Date, interest will accrue on the January 2017 Note at a rate of ten percent (10%) per annum, unless the Company breaches any provision or representation in this settlement agreement, or an additional Event of Default occurs. In the event of default, the conversion price discount shall revert to a 50% discount of either the lowest sale price for the Common Stock on the Principal Market as defined in the January 2017 Note during the twenty-five (25) consecutive Trading Days as defined in the January 2017 Note immediately preceding the Conversion Date or the closing bid price, whichever is lower. A gain on the settlement agreement of $15,042 has been reported on the period ended October 31, 2018. Balance of principal on the note as of July 31, 2018 and October 31, 2018 was $55,042 and $40,000, respectively. Balance of principal on the note as of July 31, 2019 and October 31, 2019 was $0 and $0, respectively.

 

 

BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

On July 5, 2018, the Company, entered into a Securities Purchase Agreement (the Securities Purchase Agreement”) with the Investor, pursuant to which the Company sold to the Investor a convertible promissory note in the principal amount of $53,000 (the “July 2018 Note”), for an aggregate purchase price of $53,000. The July 2018 Note matures on April 30, 2019, bears interest rate of 12% per year payable on maturity date in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock on January 1, 2019, at the conversion price equal to 58% of the lowest trading price of the common stock during the 15 trading day period prior to the conversion date. The balance of the July 2018 note as of July 31, 2018 and October 31, 2018 is $53,000 and $53,000, respectively. The balance of the July 2018 note as of July 31, 2019 and October 31, 2019 is $0 and $0, respectively.

 

On August 3, 2018, the Company, entered into a Securities Purchase Agreement (the Securities Purchase Agreement”) with the Investor, pursuant to which the Company sold to the Investor a convertible promissory note in the principal amount of $30,000 (the “August 2018 Note”), for an aggregate purchase price of $30,000. The Company received $27,000 in cash for this note and recorded $3,000 as issuance cost. The August 2018 Note matures on May 15, 2019, bears interest rate of 12% per year payable on maturity date in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock on January 30, 2019 at the conversion price equal to the lower of (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 58% of either the lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding the conversion date. The balance of principal on the August 2018 Note as of October 31, 2018 is $30,000. The balance of the principal on the August 2018 Note as of July 31, 2019 and October 31, 2019 is $0 and $0, respectively.

 

On August 1, 2018, the Company, entered into a Securities Purchase Agreement (the Securities Purchase Agreement”) with the Investor, pursuant to which the Company sold to the Investor a convertible promissory note in the principal amount of $110,000 (the “Second August 2018 Note”), for an aggregate purchase price of $100,000. The Company received $100,000 cash and recorded $10,000 as issuance cost. The Second August 2018 Note matures on May 1, 2019, bears interest rate of 10% per year payable on maturity date in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of the Company’s common stock at the conversion price equal to the lower of (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 55% of either the lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding the conversion date. This note became convertible on issuance date and the variable conversion feature was accounted for as a derivative liability in accordance with ASC 815. The Company recorded an increase in the principal of $15,000 since the conversion price is less than $0.01. The balance of principal on the second August 2018 note as of October 31, 2018 is $125,000. The balance of principal on the second August 2018 Note as of July 31, 2019 and October 31, 2019 is $82,314 and $79,399, respectively.

 

On September 23, 2019, the Company entered into a convertible promissory note with KinerjaPay Corp. for an aggregate purchase price of $20,000. The Note matures on March 23, 2020, bears interest rate of 10% per year payable on maturity date in cash or shares of common stock at the Company’s option (subject to certain conditions), and is convertible into shares of common stock at the conversion rate equal to 50% multiplied by the Market Price. “Market Price” means the average of the lowest Trading Price (as defined below) for the Common Stock during the thirty (30) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The balance of principal on the September 23, 2019 note as of October 31, 2019 is $20,000.

 

During the three months ended October 31, 2018, Auctus Fund converted 110,289,820 shares of common stock for a principal amount due of $3,516 and settlement of unpaid interest of $83 and penalty of $10,000. Balance of the note as of October 31, 2018 was $0.

 

In the three months ended October 31, 2018, the Company recorded amortization of debt discount in the amount of $27,148. Unamortized discount as of October 31, 2018 amounted to $100,852.

 

In the three months ended October 31, 2019, the Company recorded amortization of debt discount in the amount of $34,917. Unamortized discount as of October 31, 2019 amounted to $35,035.

 

NOTE 8 - SUBSEQUENT EVENTS

 

On November 4, 2019, 500,000,000 shares of Preferred Series A Convertible stock were issued to the CEO Carmine T. Biscardi as authorized by the Board meeting during the period ended October 31, 2019.

 

On November 8, 2019, 178,000,000 shares of Preferred Series A Convertible stock were converted to 4,272,000,000 shares of common stock.

 

On November 13, 2019, the CEO Carmine T. Biscardi entered into a share purchase agreement with Lord Global Corporation and Joseph Cellura to sell 322,000,000 shares of Preferred Series A Convertible stock and 4,500,820,000 shares of common stock. This agreement transferred controlling interest of both the Preferred Series A (100% issued and outstanding) and common stock (51.16% issued and outstanding).

 

On December 9, 2019, the standing Board of Directors held a meeting and elected a new officers and Board of Directors. All Officers will also serve on the Board of Directors.

 

On December 13, 2019, the Company by vote of majority shareholders and unanimous consent of the Board, approved a 100,000 to 1 reverse stock split.

 

On December 16, 2019, the Company filed with the State of Nevada a Certificate of Change registering the 100,000 to 1 reverse stock split for both Preferred Series A Convertible stock and common stock.

 

 

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

 

This Quarterly Report on Form 10-Q contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements regarding:

 

	●	our ability to diversify our operations;
	●	inability to raise additional financing for working capital;
	●	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
	●	our ability to attract key personnel;
	●	our ability to operate profitably;
	●	our ability to generate sufficient funds to operate the Bigfoot Project Investments, Inc. operations, upon completion of our acquisition;
	●	deterioration in general or regional economic conditions;
	●	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
	●	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
	●	the inability of management to effectively implement our strategies and business plan;
	●	inability to achieve future sales levels or other operating results;
	●	the unavailability of funds for capital expenditures;
	●	other risks and uncertainties detailed in this report; and
	●	as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Bigfoot Project”, the “Company”, and similar terms refer to Bigfoot Project Investments, Inc. unless otherwise expressly stated or the context otherwise requires.

 

 

OVERVIEW AND OUTLOOK

 

Background

 

In January 2013, Bigfoot Project Investments, Inc. acquired all the assets of Searching for Bigfoot Inc. Since the majority shareholder of Searching for Bigfoot, Inc. is also the majority shareholder in Bigfoot Project Investments Inc. the asset acquisition was treated as a related party transaction and was not considered an arm’s length transaction under Generally Accepted Accounting Principles.

 

The assets acquired were transferred over at the existing book value listed on the balance sheet of Searching for Bigfoot, Inc. at the time of transfer. The transfer agreement called for the issuance of 4,400,000 shares of common stock which were valued at $.10 per share and the issuance of a promissory note in the amount of $484,029. The Company recorded a deemed distribution related to this transaction in the amount of $924,029. In August 2013, the Company increased the promissory note by $489 to add an asset that was not included in the original transfer.

 

As part of the asset transfer agreement Bigfoot Project Investments, Inc. received the following assets:

 

	●	Footprint cast of Bigfoot – 73 original casts
	●	Photographs of Dead Creature from Strickler, Arkansas 1994 Dear Creature Incident
	●	109-inch Skeleton
	●	Various Media Artifacts – Video TV News Media – 52 news stories
	●	Contract to sell Dinosaur fossil – most recent estimate by Paleontologist $1.2 million dollars
	●	Rubber suit from 2008 hoax
	●	Various DNA samples – Hair, and nails
	●	License to use 6 dinosaur displays
	●	Exclusive rights to the Bigfoot Website
	●	Exclusive rights to the Bigfoot Live Radio Show
	●	Exclusive rights to the Bigfoot Live Radio Show Website
	●	360 hours of raw footage from expeditions for movie development
	●	Various DVD Movies and Documentary film projects
	●	Exclusive rights to all current contracts negotiated under Searching For Bigfoot, Inc.

 

The above list is a complete list of the fixed assets for Bigfoot Project Investments, Inc.

 

We are a company who has, over the past year, developed nine DVD Movies; eight of which have been completed for distribution and one which is currently in the final stages of completion for distribution. We have established a contract with a Media Marketing Distribution Company (The Bosko Group), who has contracted six of the nine DVD movies to their distribution agents. We are a company with only minimal revenues to date: we have minimal assets, and have incurred losses since inception.

 

Bigfoot Project Investments, Inc. plans to establish itself as the most reliable and dependable source for materials including documentaries, physical evidence, and eye witness accounts for the purpose of documenting the evidence of the existence of Bigfoot. Our major source of revenue will be the sale of documentaries and specials that follow our progress. We have found that there is a market for these films and have started selling them on a semi-regular basis. In addition to the film sales we plan on having expeditions to locations where there have been multiple eye witness accounts as well as periodic exhibitions of the physical evidence that has been accumulated. We plan on focusing our efforts on expeditions to locations that have had multiple eye witness reports to maximize the chances of locating the creature and producing films that will be marketable to the public.

 

 

RESULTS OF OPERATIONS

 

During the three months ended October 31, 2019, we generated revenue of $438. During the three months ended October 31, 2018, we generated revenue of $263.

 

Operating expenses during the three months ended October 31, 2019 were $37,567. Operating expenses during the three months ended October 31, 2018 were $91,285. Operating expenses for the three months ended October 31, 2019 consisted of professional fees of $35,887, and general and administrative fees of $1,680. Operating expenses for the three months ended October 31, 2018 consisted of professional fees of $72,577, expedition expense of $13,233 and general and administrative fees of $5,738. Expenses decreased during 2019 mainly due to the termination of advisory agreement with Veyo Partners and ceasing of expeditions.

 

There is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.

 

Liquidity and Capital Resources

 

As of October 31, 2019, we had $462 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.

 

The following table sets forth a summary of our cash flows for the three months ended October 31, 2019 and 2018:

 

		Period Ended October 31, 2019				Period Ended October 31, 2018
Net cash used in operating activities		$	(5,714	)		$	(44,258	)
Net cash used in investing activities			-				-
Net cash provided by financing activities			5,691				58,999
Net increase (decrease) in Cash			(23	)			14,741
Cash, beginning			485				587
Cash, ending		$	462			$	15,328

 

Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

 

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

 

Operating activities

 

Net cash used in operating activities was $5,714 for the period ended October 31, 2019, as compared to $44,258 used in operating activities for the period ended October 31, 2018.

 

Investing activities

 

Net cash used in investing activities was $0 for the period ended October 31, 2019, as compared to $0 used in investing activities for the same period in 2018.

 

 

Financing activities

 

Net cash provided by financing activities for the period ended October 31, 2019 was $5,691 as compared to $58,999 for the same period of 2018.

 

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing initiatives, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

 

Off-Balance Sheet Arrangements

 

We did not have any 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 investors.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

 

This item is not applicable as we are currently considered a smaller reporting company.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to any material legal proceedings during the three months ended October 31, 2019 and to our knowledge, there are currently no legal proceedings, inquiry or investigation, before any court, public board, government entity, self-regulatory organization or body pending, to which we are a party, which could have a material adverse effect on our business, financial condition, or operating results.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.

 

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

 

Stock Issuances

 

During the three-month period ended October 31, 2019 a total of 419,833,900 shares were issued for conversion of debt. During the three months ended October 31, 2018, the Company reserved 21,618,534 shares of common stock for Veyo Partners per the consulting agreement dated November 30, 2017.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities from the time of our inception through the period ended October 31, 2019.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information.

 

None

 

Item 6. Exhibits.

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	BIGFOOT PROJECT INVESTMENTS, INC.
Date: December 26, 2019	By:	/s/ Joseph Cellura
		Joseph Cellura
		Chief Executive Officer
		(Principal Executive Officer and duly authorized signatory)