UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2017
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-______
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.) |
570 El Camino Real NR-150, Redwood City, CA |
| 94063 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number: (415) 518-8494
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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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. [ ]
1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of January 31, 2017, the last business day of the registrant’s most recently completed second quarter, was $2,097,050. Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of January 31, 2017 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of Common Stock, $0.001 par value, outstanding on November 10, 2017 was 296,319,199 shares.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10–K/A to Bigfoot Project Investments Inc.’s annual report on Form 10–K for the period ended July 31, 2017, filed with the Securities and Exchange Commission on November 15, 2016 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.
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2
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
1. The financial statements listed in the "Index to Financial Statements" at page 30 are filed as part of this report.
2. Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
3. Exhibits included or incorporated herein: See index to Exhibits.
(b) Exhibits
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| Incorporated by reference | |||
Exhibit Number | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| 10-K | 7/31/17 | 31.1 | 11/15/17 |
32.1 | Certification Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
| 10-K | 7/31/17 | 31.1 | 11/15/17 |
101 | XBRL | X |
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3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.
Bigfoot Project Investments Inc.
By: /s/ Tom Biscardi
Tom Biscardi, CFO
Date: November 15, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature | Title | Date |
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/s/ Tom Biscardi | Principal Executive Officer and Director | November 15, 2017 |
Tom Biscardi |
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/s/ Sara Reynolds |
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Sara Reynolds | Principal Financial and Director | November 15, 2017 |
4
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Nov. 10, 2017 |
Jul. 31, 2017 |
Jan. 31, 2017 |
|
Details | |||
Registrant Name | BIGFOOT PROJECT INVESTMENTS INC | ||
Registrant CIK | 0001569568 | ||
SEC Form | 10-K | ||
Period End date | Jul. 31, 2017 | ||
Fiscal Year End | --07-31 | ||
Trading Symbol | bfpi | ||
Tax Identification Number (TIN) | 453942184 | ||
Number of common stock shares outstanding | 296,319,199 | ||
Public Float | $ 2,097,050 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 570 El Camino Real NR-150 | ||
Entity Address, City or Town | Redwood City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94063 | ||
City Area Code | 415 | ||
Local Phone Number | 518-8494 | ||
Entity Listing, Par Value Per Share | $ 0.001 |
Balance Sheets - Parenthetical - $ / shares |
Jul. 31, 2017 |
Jul. 31, 2016 |
---|---|---|
Details | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Outstanding | 223,397,000 | 208,717,000 |
Common Stock, Shares, Issued | 223,397,000 | 208,717,000 |
Statements of Operations - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Details | ||
Revenues | $ 84,297 | $ 2,236 |
Professional fees | 2,547,404 | 281,909 |
General and Administrative Expense | 24,301 | 17,008 |
Expedition expense | 80,547 | 29,322 |
Operating Expenses | 2,652,252 | 328,239 |
Operating Income (Loss) | (2,567,955) | (326,003) |
Other Income (Expense) | ||
Derivative Loss | (169,504) | 0 |
Interest Expense | (32,454) | (19,359) |
Total Other Income (Expense) | (201,958) | (19,359) |
Net Income (Loss) | $ (2,769,913) | $ (345,362) |
Earnings Per Share, Basic and Diluted | $ (0.01) | $ (0.00) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 215,872,275 | 207,694,500 |
Note 1 - Organization and Summary of Significant Accounting Policies |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 1 - Organization and Summary of Significant Accounting Policies | NOTE 1 ORGANIZATION AND 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 Companys 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 Companys 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 Companys 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of 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 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 Companys financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid instruments with maturity of three months or less to be cash equivalents.
Inventory Valuation
We value inventory at the lower of cost or net realizable value; cost being determined on a first-in, first-out basis. Our policy is to assess inventory on an annual basis, and based on our assessment there is no impairment of inventory requiring a reserve for the year ended July 31, 2017.
Website Development Cost
The Company adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under Sections 305-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs. They are amortized on a straight-line basis over the estimated useful lives of three (3) years.
Income Tax
The Company accounts for income taxes under ASC 740 "Income Taxes". Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Revenue Recognition
The Company recognizes revenue from the sale of goods and services in accordance with ASC 605, "Revenue Recognition." Revenue consists of proceeds and commissions from sale of DVDs and videos. Revenue is recognized only when all of the following criteria have been met:
i) Persuasive evidence for an agreement exists
ii) Goods (DVDs, videos and promotional items) have been delivered
iii) The fee is fixed or determinable
iv) Revenue is reasonably assured
Revenue is recognized in the period product is delivered where product price is fixed or determinable and collectability is reasonably assured. The Company generated revenues of $84,297 and $2,236 for the twelve months ended July 31, 2017 and 2016, respectively.
Accounts receivable
The Company routinely assesses the recoverability of receivables to determine their collectability by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. The Company determines its allowance for doubtful accounts by considering such factors as the length of time balances are past due, the Companys previous loss history, the customers current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole.
The Company has evaluated its accounts receivable history and determined that no allowance for doubtful accounts is required for the years ended July 31, 2017 and 2016.
Concentration risk
Substantially all of the Company's accounts receivable and revenues are with one customer. This one customer represented 100% of total accounts receivable at July 31, 2017 and 96% of total revenues for the year ended July 31, 2017.
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.
The following table presents the derivative financial instruments, the Companys only financial liabilities measured and recorded at fair value on the Companys balance sheets on a recurring basis, and their level within the fair value hierarchy as of July 31, 2017:
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:
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 Companys derivative instruments were valued using the Lattice model which was based on a probability weighted discounted cash flow model. Assumptions used in the valuation include the following: a) underlying stock price ranging from $0.14 to $0.25; b) projected discount on the conversion price ranging from 35% to 50% with the notes effectively converting at discounts in the range of 24% to 28%; c) projected volatility of 124% to 183%; 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 Companys common shares.
Loss per Common Share
Basic and diluted net loss per common share has been calculated by dividing the net loss available to common stockholders by the basic and diluted weighted average number of common shares outstanding. Common stock equivalents pertaining to convertible debt were not included in the computation of diluted net loss per common share because the effect would have been anti-dilutive due to the net loss for the years ended July 31, 2017 and 2016.
Recent Account Pronouncements
In May 2014, FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." This ASU and related amendments supersedes the revenue recognition requirements in "Accounting Standard Codification 605 - Revenue Recognition" and most industry-specific guidance. The standard requires that entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company), and for interim periods within that fiscal year. The Company is in the data aggregation and quantification phase of its review of this new standard, and is working to assess the impact and our approach towards adopting this ASU.
In August 2016, the FASB issued an ASU regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update addresses eight specific cash flow items whose objective is to reduce existing diversity in practice. This ASU is effective for interim and annual periods after December 15, 2017. The adoption of this ASU is not expected to have a material impact on the financial position and results of operations of the Company.
In January 2017, the FASB issued an ASU regarding how goodwill is tested annually. This ASU will simplify the measurement of goodwill which will reduce cost and complexity of the evaluating process. This ASU is effective beginning after December 15, 2019. The adoption of this ASU will not have a material impact on the financial position and results of operations of the Company.
In March 2017, the FASB issued an ASU in order to shorten the amortization period for certain callable debt securities held at a premium. This ASU is effective for interim and annual periods after December 15, 2018. As the Company already uses the earliest call date for debt securities, the adoption of this ASU is not expected to have a material impact on the financial position and results of operations of the Company.
In March 2017, the FASB issued an ASU to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost in the financial statements. This ASU will be effective for interim and annual periods after December 15, 2017.
The amendments in this update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently assessing the potential effects on our financial condition and results of operations. |
Note 2 - Going Concern |
12 Months Ended |
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Jul. 31, 2017 | |
Notes | |
Note 2 - Going Concern | NOTE 2 GOING CONCERN
The Companys 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 Companys 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 Securities and Exchange Commission, 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 Companys stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Companys 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 |
Note 3 - Advance From Shareholders |
12 Months Ended |
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Jul. 31, 2017 | |
Notes | |
Note 3 - Advance From Shareholders | NOTE 3 ADVANCE FROM SHAREHOLDERS
For the twelve months ended July 31, 2017, additional advances for shareholders were $69,125. The Company made payments on these advances amounting to $26,484 and $8,877 for the twelve months ended July 31, 2017 and July 31, 2016, respectively. For the twelve months ended July 31, 2016, additional advances from shareholders were $26,843. These advances bear no interest and are due on demand. Total advances from shareholders as of July 31, 2017 and 2016 were $60,322 and $17,681, respectively. |
Note 4 - Note Payable - Related Party |
12 Months Ended |
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Jul. 31, 2017 | |
Notes | |
Note 4 - Note Payable - Related Party | 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. The note is subject to annual interest of 4% and the unpaid principal and the accrued interest are payable in full on January 31, 2018.
Monthly payments are not required on 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. The Company was able to pay $12,148 toward the principal of the loan during the year ended July 31, 2017. As of July 31, 2017 and 2016, the outstanding balance on the note was $472,370 and $484,518, respectively.
Interest expense for the years ended July 31, 2017 and 2016 was $19,244 and $19,362, respectively. |
Note 5 - Capital Stock |
12 Months Ended |
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Jul. 31, 2017 | |
Notes | |
Note 5 - Capital Stock | NOTE 5 CAPITAL STOCK
The holders of the Companys 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 223,397,000 and 208,717,000 shares of common stock issued and outstanding as of July 31, 2017 and 2016, respectively.
In May 2016, 1,227,000 shares of common stock were sold for $120,500 pursuant to an S1 registration (the Offering). The Company received cash payments of $60,500. An additional payment of $60,000 for shares in the offering was paid directly to a shareholder to reimburse advances previously made to the Company. The offering closed July 21, 2016.
On November 26, 2016 the Company entered into a rescission and release agreement with the Advisors (see Note 9 Advisory Agreements) whereby the Company agreed to issue 900,000 and 200,000 shares of its common stock as full satisfaction of the Advisory Agreements.
On November 18, 2016, the Company entered into an agreement with FMW Media Works (the Advisors) to provide advisory services to the company. Compensation under this agreement is in the form of stock in the amount of 7,500,000 shares. FMX Media Works is required to provide management consulting, business development services, strategic planning, marketing and public relations.
On December 7, 2016, the Company entered into agreements with PAG Consulting and PR Consulting (the Advisors) to provide advisory services to the Company. Compensation under this agreement is in the form of stock of 3,000,000 shares to each company. The Advisors are required to provide management consulting, business development services, strategic planning, marketing and public relations.
In May, 2017, the Company authorized the issuance of 3,000,000 shares each to PAG Consulting and PR Consulting as compensation for services performed.
The Company recognized stock compensation of $2,500,000 pursuant to the above advisory agreements for the year ended July 31, 2017.
The Company issued 80,000 shares for the EMA convertible debt resulting in a decrease in the principal in the amount of $2,450. |
Note 6 - Distribution Agreements |
12 Months Ended |
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Jul. 31, 2017 | |
Notes | |
Note 6 - Distribution Agreements | NOTE 6 DISTRIBUTION AGREEMENTS
The Company entered into a Distribution Agreement on September 2, 2011 with the Bosko Group providing them a non-exclusive right to market the sales of its DVDs. The Distribution Agreement requires the Company to pay the Bosko Group ten percent (10%) of the selling price of the DVDs 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.
On 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 and recognized revenues of $81,000 during the year ended July 31, 2017. |
Note 7 - Commitments and Contingencies |
12 Months Ended |
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Jul. 31, 2017 | |
Notes | |
Note 7 - Commitments and Contingencies | NOTE 7 COMMITMENTS AND CONTINGENCIES
The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Companys estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. As of the date of this report there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities. |
Note 8 - Income Taxes |
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Jul. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 8 - Income Taxes | NOTE 8 INCOME TAXES
Deferred taxes, estimated at 39% of taxable incomes, are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forward and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of July 31, 2017 and 2016:
A reconciliation of income taxes computed at the 39% statutory rate to the income tax recorded is as follows:
As of July 31, 2017, the Company did not pay any income taxes nor have they paid or accrued any taxes from inception through July 31, 2017.
The net federal loss carry forward will begin to expire in 2034. No tax benefit has been reported in the July 31, 2017 financial statements since the potential tax benefit is offset by a valuation allowance in the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. The Company has filed and extension for the year ended July 31, 2017 and anticipates filing the return within the extension period. All of the Companys income tax years remained open for examination by taxing authorities. |
Note 9 - Advisory Agreements |
12 Months Ended |
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Jul. 31, 2017 | |
Notes | |
Note 9 - Advisory Agreements | NOTE 9 ADVISORY AGREEMENTS
On May 1, 2016, the Company entered into two agreements with Surf Financial and William Hiney (collectively, the Advisors) to provide advisory services to the Company. Compensation under each agreement was contingent upon each Advisors performance for an initial six-month period expiring on November 2, 2016 (the Contingency Period).
Specifically, under each agreement, respectively, the Advisors were required to provide management consulting, business development services, strategic planning, marketing and public relations. If in the initial six-month contingent period, each Advisor was required to provide its or his best efforts to provide the advisory services described in each agreement; otherwise, the Company in its sole and absolute discretion could unilaterally cancel the agreements at the end of the Contingency Period and each agreement would be automatically null and void thereby terminating entirely the Advisors right to compensation. As compensation, the Company shall issue to the Advisors 4,000,000 shares and 1,000,000 shares, respectively, of restricted common stock, subject to rescission and redemption at the end of the Contingency Period by the Company. The value placed upon the shares was $0.10 per share as this was considered fair value of the Companys common stock based upon its recently completed S-1 offering registered with the SEC. Fair value of the shares to be issued pursuant to the agreements was $500,000. On November 26, 2016 the Company entered into a rescission and release agreement with the Advisors whereby the Company agreed to issue 900,000 and 200,000 shares of its common stock as full satisfaction of the Advisory Agreements. The Company recognized stock compensation in the amount of $250,000 which represents the fair value of the vested shares from May 1, 2016 through July 31, 2016 and recognized the remaining $250,000 of stock compensation during the year ended July 31, 2017.
On December 7, 2016, the Company entered into agreements with PAG Consulting and PR Consulting (the Advisors) to provide advisory services to the company. Compensation under this agreement is in the form of stock in the amount of 6,000,000 shares. The Advisors are required to provide management consulting, business development services, strategic planning, marketing and public relations.
In May, 2017, the Company issued 3,000,000 shares each to PAG Consulting and PR Consulting for services performed.
The Company recognized stock compensation of $2,500,000 pursuant to the advisory agreements for the year ended July 31, 2017. |
Note 10 - Convertible Notes |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Notes | |
Note 10 - Convertible Notes | NOTE 10 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. During the year ended July 31, 2017, 80,000 shares of stock were converted for a reduction in the principal balance of $2,450. The note became convertible on May 23, 2017 and the variable conversion feature was accounted for as a derivative liability in accordance with ASC 815.
On February 27, 2017, the Company issued a convertible promissory note in the amount of $62,500 to Auctus Fund LLC, a Delaware limited liability company. This convertible note is due and payable on November 18, 2017 with interest of 10% per annum. This note is convertible at the election of Auctus Fund, LLC after the 120 holding period has expired. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 24% per annum and the note becomes immediately due and payable. Should an event of default occur, the Company is liable to pay 150% of the then outstanding principal and interest. The note agreement contains covenants requiring Auctus Funds written consent for certain activities not in existence or not committed to by the Company on the issuance date of the note, as follows: dividend distributions in cash or shares, stock repurchases, borrowings, sale of assets, certain advances and loans in excess of $100,000, and certain guarantees with respect to preservation of existence of the Company and non-circumvention. This note became convertible on June 27, 2017 and the variable conversion feature was accounted for as a derivative liability in accordance with ASC 815.
Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Acutus Fund, LLC after the issuance date into an equivalent of the Companys common stock at a conversion price equal to the lower of: (i) 50% multiplied by the lowest trading price of the common stock during the previous twenty-five (25) trading day period prior to the date of the note and (ii) 50% of the lowest trading price of the common stock during the twenty-five (25) trading day period prior to the conversion date. The Company may prepay the amounts outstanding to Auctus Fund at any time up to the 180th day following the issue date of this note by making a payment to the note holder of an amount in cash equal to 135% to 145%, multiplied by the sum of: (w) the then outstanding principal amount of this note plus (x) accrued and unpaid interest on the unpaid principal amount of this note plus (y) default interest, depending on the time of prepayment.
In connection with the above notes, the Company paid deferred financing costs totaling to $20,000 that were recorded as a discount to the notes. The Company also recognized a debt discount of $105,000 resulting from the embedded conversion option derivative liability. The debt discount is amortized over the term of the note. Total amortization expense for the year ended July 31, 2017 amounted to $13,209. Unamortized discount as of July 31, 2017 amounted to $111,791. |
Note 11 - Subsequent Events |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Notes | |
Note 11 - Subsequent Events | NOTE 11 SUBSEQUENT EVENTS
On August 28, 2017, the Company issued a convertible promissory note in the amount of $60,000 to Power Up Lending Group LTD, a Virginia corporation. This convertible note is due and payable June 10, 2018, has an interest rate of 12% and is convertible to common stock of the Company, beginning from 180 days following the date of the note, at a conversion price equal to 62% of the average of the lowest trading price of the common stock during the fifteen (15) trading day period prior to the conversion date. The note may be prepaid at any time up to 180th day following the issue date of the note for an amount equal to 115% - 140% of outstanding balance plus unpaid interest.
The Board authorized stock compensation for Directors of the Company in the August 27, 2017 Directors meeting. The stock was issued on September 13, 2017. Total number of shares issued for director compensation was twenty million (20,000,000) shares to CEO, Tom Biscardi, ten million (10,000,000) shares to President, Tommy Biscardi, ten million (10,000,000) shares to CFO, Sara Reynolds and ten million (10,000,000) shares to Director, William Marlette for a total of fifty million shares (50,000,000). The Board also authorized stock compensation for the Companys legal representative The Krueger Group in the amount of ten million shares (10,000,000).
On August 28, 2017, EMA Financial converted 1,000,000 shares of common stock for a reduction in the principal amount due of $14,040.
On October 6, 2017, Auctus Fund converted 8,922,199 shares of common stock for a reduction in the principal amount due of $18,717 and settlement of unpaid interest of $3,767.
On October 26, 2017, EMA Financial converted 3,000,000 shares of common stock for a principal amount due of $2,715.
The Company is in default of its note with EMA as of August 28, 2017 and we are in negotiations with EMA to pay off this note. |
Note 1 - Organization and Summary of Significant Accounting Policies: Organization, Nature of Business and Trade Name (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Organization, Nature of Business and Trade Name | 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 Companys 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 Companys 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 Companys 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. |
Note 1 - Organization and Summary of Significant Accounting Policies: Basis of Presentation (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Basis of Presentation | Basis of Presentation
These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. |
Note 1 - Organization and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Use of Estimates, Policy | Use of Estimates
The preparation of 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 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 Companys financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. |
Note 1 - Organization and Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid instruments with maturity of three months or less to be cash equivalents. |
Note 1 - Organization and Summary of Significant Accounting Policies: Inventory, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Inventory, Policy | Inventory Valuation
We value inventory at the lower of cost or net realizable value; cost being determined on a first-in, first-out basis. Our policy is to assess inventory on an annual basis, and based on our assessment there is no impairment of inventory requiring a reserve for the year ended July 31, 2017. |
Note 1 - Organization and Summary of Significant Accounting Policies: Website Development Cost (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Website Development Cost | Website Development Cost
The Company adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under Sections 305-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs. They are amortized on a straight-line basis over the estimated useful lives of three (3) years. |
Note 1 - Organization and Summary of Significant Accounting Policies: Income Tax, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Income Tax, Policy | Income Tax
The Company accounts for income taxes under ASC 740 "Income Taxes". Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Note 1 - Organization and Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Revenue Recognition, Policy | Revenue Recognition
The Company recognizes revenue from the sale of goods and services in accordance with ASC 605, "Revenue Recognition." Revenue consists of proceeds and commissions from sale of DVDs and videos. Revenue is recognized only when all of the following criteria have been met:
i) Persuasive evidence for an agreement exists
ii) Goods (DVDs, videos and promotional items) have been delivered
iii) The fee is fixed or determinable
iv) Revenue is reasonably assured
Revenue is recognized in the period product is delivered where product price is fixed or determinable and collectability is reasonably assured. The Company generated revenues of $84,297 and $2,236 for the twelve months ended July 31, 2017 and 2016, respectively. |
Note 1 - Organization and Summary of Significant Accounting Policies: Trade and Other Accounts Receivable, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Trade and Other Accounts Receivable, Policy | Accounts receivable
The Company routinely assesses the recoverability of receivables to determine their collectability by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. The Company determines its allowance for doubtful accounts by considering such factors as the length of time balances are past due, the Companys previous loss history, the customers current ability to pay its obligations to the Company and the condition of the general economy and the industry as a whole.
The Company has evaluated its accounts receivable history and determined that no allowance for doubtful accounts is required for the years ended July 31, 2017 and 2016. |
Note 1 - Organization and Summary of Significant Accounting Policies: Concentration Risk, Credit Risk, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Concentration Risk, Credit Risk, Policy | Concentration risk
Substantially all of the Company's accounts receivable and revenues are with one customer. This one customer represented 100% of total accounts receivable at July 31, 2017 and 96% of total revenues for the year ended July 31, 2017. |
Note 1 - Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | 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.
The following table presents the derivative financial instruments, the Companys only financial liabilities measured and recorded at fair value on the Companys balance sheets on a recurring basis, and their level within the fair value hierarchy as of July 31, 2017:
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:
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 Companys derivative instruments were valued using the Lattice model which was based on a probability weighted discounted cash flow model. Assumptions used in the valuation include the following: a) underlying stock price ranging from $0.14 to $0.25; b) projected discount on the conversion price ranging from 35% to 50% with the notes effectively converting at discounts in the range of 24% to 28%; c) projected volatility of 124% to 183%; 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 Companys common shares. |
Note 1 - Organization and Summary of Significant Accounting Policies: Loss per Common Share (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Loss per Common Share | Loss per Common Share
Basic and diluted net loss per common share has been calculated by dividing the net loss available to common stockholders by the basic and diluted weighted average number of common shares outstanding. Common stock equivalents pertaining to convertible debt were not included in the computation of diluted net loss per common share because the effect would have been anti-dilutive due to the net loss for the years ended July 31, 2017 and 2016. |
Note 1 - Organization and Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
New Accounting Pronouncements, Policy | Recent Account Pronouncements
In May 2014, FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." This ASU and related amendments supersedes the revenue recognition requirements in "Accounting Standard Codification 605 - Revenue Recognition" and most industry-specific guidance. The standard requires that entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company), and for interim periods within that fiscal year. The Company is in the data aggregation and quantification phase of its review of this new standard, and is working to assess the impact and our approach towards adopting this ASU.
In August 2016, the FASB issued an ASU regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update addresses eight specific cash flow items whose objective is to reduce existing diversity in practice. This ASU is effective for interim and annual periods after December 15, 2017. The adoption of this ASU is not expected to have a material impact on the financial position and results of operations of the Company.
In January 2017, the FASB issued an ASU regarding how goodwill is tested annually. This ASU will simplify the measurement of goodwill which will reduce cost and complexity of the evaluating process. This ASU is effective beginning after December 15, 2019. The adoption of this ASU will not have a material impact on the financial position and results of operations of the Company.
In March 2017, the FASB issued an ASU in order to shorten the amortization period for certain callable debt securities held at a premium. This ASU is effective for interim and annual periods after December 15, 2018. As the Company already uses the earliest call date for debt securities, the adoption of this ASU is not expected to have a material impact on the financial position and results of operations of the Company.
In March 2017, the FASB issued an ASU to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost in the financial statements. This ASU will be effective for interim and annual periods after December 15, 2017.
The amendments in this update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently assessing the potential effects on our financial condition and results of operations. |
Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2017 | |||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities |
|
Note 8 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2017 | |||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation |
|
Note 1 - Organization and Summary of Significant Accounting Policies: Organization, Nature of Business and Trade Name (Details) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Details | |
Entity Incorporation, State Country Name | Nevada |
Entity Incorporation, Date of Incorporation | Nov. 30, 2011 |
Note 3 - Advance From Shareholders (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Details | ||
Proceeds for Advances from shareholders | $ 69,125 | $ 2,261 |
Advance from shareholders | $ 60,322 | $ 17,681 |
Note 4 - Note Payable - Related Party (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Details | ||
Short-term Debt, Terms | note is subject to annual interest of 4% and the unpaid principal and the accrued interest are payable in full on January 31, 2018 | |
Principal of the note | $ 484,518 | $ 472,370 |
Interest Expense on Promissory Note | $ 19,244 | $ 19,362 |
Note 5 - Capital Stock (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Common Stock, Shares, Outstanding | 223,397,000 | 208,717,000 |
Recognized stock compensation | $ 2,500,000 | |
On November 26, 2016 | ||
Description of Transaction | Company entered into a rescission and release agreement with the Advisors (see Note 9 Advisory Agreements) whereby the Company agreed to issue 900,000 and 200,000 shares of its common stock | |
On November 18, 2016 | ||
Description of Transaction | Company entered into an agreement with FMW Media Works (the Advisors) to provide advisory services to the company. Compensation under this agreement is in the form of stock in the amount of 7,500,000 shares |
Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) |
Jul. 31, 2017 |
Jul. 31, 2016 |
---|---|---|
Deferred tax assets: | ||
Net operating loss carryover | $ 2,932,562 | $ 345,362 |
Valuation allowance | (2,932,562) | (345,362) |
Net deferred tax asset | $ 0 | $ 0 |
Note 8 - Income Taxes (Details) |
12 Months Ended |
---|---|
Jul. 31, 2017 | |
Details | |
Federal Statutory Rate | 39.00% |
Note 8 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) |
Jul. 31, 2017 |
Jul. 31, 2016 |
---|---|---|
Details | ||
Net operating loss carryover | $ 1,143,699 | $ 134,691 |
Valuation allowance | $ (1,143,699) | $ (134,691) |
Note 9 - Advisory Agreements (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2017 |
May 31, 2017 |
|
Share-based Compensation | $ 250,000 | $ 250,000 | |
Recognized stock compensation | $ 2,500,000 | ||
On May 1, 2016 | |||
Description of Transaction | Company entered into two agreements with Surf Financial and William Hiney (collectively, the Advisors) to provide advisory services to the Company | ||
PAG Consulting | |||
Shares, Issued | 3,000,000 | ||
PR Consulting | |||
Shares, Issued | 3,000,000 |
Note 10 - Convertible Notes (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Amortization of debt discount | $ 13,209 | $ 0 |
Unamortized discount | $ 111,791 | |
On January 19, 2017 | ||
Description of Transaction | Company issued a | |
Debt Instrument, Description | convertible promissory note | |
Debt Instrument, Face Amount | $ 62,500 | |
Debt Instrument, Maturity Date | Jan. 19, 2018 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | |
On February 27, 2017 | ||
Description of Transaction | Company issued a | |
Debt Instrument, Description | convertible promissory note | |
Debt Instrument, Face Amount | $ 62,500 | |
Debt Instrument, Maturity Date | Nov. 18, 2017 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Convertible, Terms of Conversion Feature | note principal and interest accrued thereon can be converted in whole, or in part, at any time by Acutus Fund, LLC after the issuance date into an equivalent of the Companys common stock at a conversion price equal to the lower of: (i) 50% multiplied by the lowest trading price of the common stock during the previous twenty-five (25) trading day period prior to the date of the note and (ii) 50% of the lowest trading price of the common stock during the twenty-five (25) trading day period prior to the conversion date |
Note 11 - Subsequent Events (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Sep. 13, 2017 |
|
Event 1 | ||
Debt Instrument, Issuance Date | Aug. 28, 2017 | |
Subsequent Event, Date | Aug. 28, 2017 | |
Subsequent Event, Description | Company issued a convertible promissory note | |
Debt Instrument, Description | convertible promissory note | |
Debt Instrument, Face Amount | $ 60,000 | |
Debt Instrument, Maturity Date | Jun. 10, 2018 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Debt Instrument, Convertible, Terms of Conversion Feature | convertible to common stock of the Company, beginning from 180 days following the date of the note, at a conversion price equal to 62% of the average of the lowest trading price of the common stock during the fifteen (15) trading day period prior to the conversion date | |
Debt Instrument, Payment Terms | The note may be prepaid at any time up to 180th day following the issue date of the note for an amount equal to 115% - 140% of outstanding balance plus unpaid interest. | |
Event 2 | ||
Subsequent Event, Date | Aug. 27, 2017 | |
Subsequent Event, Description | The Board authorized stock compensation for Directors of the Company | |
Shares, Issued | 50,000,000 | |
Event 3 | ||
Subsequent Event, Date | Aug. 28, 2017 | |
Subsequent Event, Description | EMA Financial converted 1,000,000 shares of common stock | |
Shares of common stock converted | 1,000,000 | |
Event 4 | ||
Subsequent Event, Date | Oct. 06, 2017 | |
Subsequent Event, Description | Auctus Fund converted 8,922,199 shares of common stock | |
Shares of common stock converted | 8,922,199 | |
Event 5 | ||
Subsequent Event, Date | Oct. 26, 2017 | |
Subsequent Event, Description | EMA Financial converted 3,000,000 shares of common stock | |
Shares of common stock converted | 3,000,000 |
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