10Q

0001393905-17-000286.txt : 20170920 0001393905-17-000286.hdr.sgml : 20170920 20170920141604 ACCESSION NUMBER: 0001393905-17-000286 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 64 CONFORMED PERIOD OF REPORT: 20170131 FILED AS OF DATE: 20170920 DATE AS OF CHANGE: 20170920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRASSHOPPER STAFFING, INC. CENTRAL INDEX KEY: 0001584693 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 463052781 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-36564 FILM NUMBER: 171093843 BUSINESS ADDRESS: STREET 1: 200 S. VICTORIA CITY: PUEBLO STATE: CO ZIP: 81003 BUSINESS PHONE: 719-248-9097 MAIL ADDRESS: STREET 1: 200 S. VICTORIA CITY: PUEBLO STATE: CO ZIP: 81003 FORMER COMPANY: FORMER CONFORMED NAME: Tomichi Creek Outfitters DATE OF NAME CHANGE: 20130819 10-Q 1 tckf_10q.htm QUARTERLY REPORT 10Q

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 January 31, 2017

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

For the transition period from ________ to ________

Commission file number: 333-190727

Grasshopper Staffing, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

46-3052781

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

200 S. Victoria Ave

Pueblo, CO 81003

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (719) 569-7391

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

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

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

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

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


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)		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 7(a)(2)(B) of the Securities Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of September 20, 2017, 26,287,500 shares of common stock of the registrant were issued and outstanding.

GRASSHOPPER STAFFING, INC.

Form 10-Q Quarterly Report

Table of Contents


PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements (unaudited).	1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	5
Item 4. Controls and Procedures.	5
PART II - OTHER INFORMATION	7
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.	8
SIGNATURES	9

iii

As used in this report, the term “the Company” means Grasshopper Staffing, Inc., unless the context clearly indicates otherwise.

Special Note Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to the Company’s future financial performance, the Company’s business prospects and strategy, anticipated trends and prospects in the industries in which the Company’s businesses operate and other similar matters. These forward-looking statements are based on the Company’s management's expectations and assumptions about future events as of the date of this quarterly report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risk factors set forth below. Other unknown or unpredictable factors that could also adversely affect the Company’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this quarterly report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of the Company’s management as of the date of this quarterly report. The Company does not undertake to update these forward-looking statements

In this quarterly report on Form 10-Q, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in the Company’s capital stock.

An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report on Form 10-Q in evaluating the Company and its business before purchasing shares of the Company’s common stock. The Company’s business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in the Company’s common stock only if you can afford to lose your entire investment.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


*Index to Financial Statements*	*Page*


Unaudited Condensed Consolidated Balance Sheets	F-1

Unaudited Condensed Consolidated Statements of Operations	F-2

Unaudited Condensed Consolidated Statements of Cash Flows	F-3

Notes to Condensed Consolidated Financial Statements	F-4


GRASSHOPPER STAFFING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS


	January 31,		July 31,
	2017		2016
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	1,785	$	-
Accounts receivable, net		13,727		15,929
Prepaid expenses and other current assets		686		5,474
Total Current Assets		16,198		21,403

Property and equipment, net		3,734		4,217
Intangible assets, net		1,667		2,507
		5,401		6,724

TOTAL ASSETS	$	21,599	$	28,127

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	53,149	$	54,041
Accounts payable and accrued expenses - related party		223,742		103,742
Payroll related liabilities		70,263		51,618
Due to others		6,704		2,854
Due to related party		163,643		121,935
Factoring arrangement		13,171		25,022
Total Current Liabilities		530,672		359,212

TOTAL LIABILITIES		530,672		359,212

Commitments and contingencies		-		-

STOCKHOLDERS' DEFICIT
Common stock par value $0.001; 200,000,000 shares authorized; 26,287,500 and 26,287,500 shares issued and outstanding as of January 31, 2017 and July 31, 2016, respectively		26,288		26,288
Additional paid-in capital		6,330,460		5,807,710
Accumulated deficit		(6,865,821)		(6,165,083)
TOTAL STOCKHOLDERS' DEFICIT		(509,073)		(331,085)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	21,599	$	28,127

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

F-1


GRASSHOPPER STAFFING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	For the Three Months Ended				For the Six Months Ended
	January 31,				January 31,
	2017		2016		2017		2016

NET REVENUES
Contract staffing services	$	65,165	$	148,791	$	176,483	$	245,058

COST OF SERVICES
Cost of services		50,460		117,929		134,056		175,246

GROSS PROFIT		14,705		30,862		42,427		69,812

SELLING, GENERAL AND ADMINISTRATIVE
Professional fees		311,463		91,725		633,394		688,143
Payroll and related expenses		8,916		263,091		77,700		520,808
Selling, general and administrative expenses		9,996		14,050		27,950		29,180
TOTAL SELLING, GENERAL AND ADMINISTRATIVE		330,375		368,866		739,044		1,238,131

LOSS FROM OPERATIONS		(315,670)		(338,004)		(696,617)		(1,168,319)

OTHER INCOME (EXPENSE)
Interest expense		(6,602)		(444)		(7,071)		(876)
Other income		-		-		2,950		-
TOTAL OTHER INCOME (EXPENSE)		(6,602)		(444)		(4,121)		(876)

NET LOSS		(322,272)		(338,448)		(700,738)		(1,169,195)

NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.01)	$	(0.02)	$	(0.03)	$	(0.07)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		26,287,500		17,887,500		26,287,500		17,696,739

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

F-2


GRASSHOPPER STAFFING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	For the Six Months Ended
	January 31,
	2017		2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(700,738)	$	(1,169,195)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation and amortization expense		1,323		1,323
Revenue factoring expense		8,744		-
Amortization of deferred stock compensation, related parties		58,083		460,567
Issuance of common stock for services		-		496,113
Issuance of common stock for services - related party		464,667		-
Other income		(2,950)		-
Fair value of warrants issued for services		-		127,609
Changes in operating assets and liabilities:
Accounts receivable, net		2,202		(22,158)
Prepaid expenses and other current assets		4,788		1,994
Accounts payable and accrued expenses		708		30,633
Accounts payable and accrued expenses - related party		120,000		-
Payroll related liabilities		18,645		-

NET CASH USED IN OPERATING ACTIVITIES		(24,528)		(73,114)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock		-		17,500
Proceeds from third party loans		3,850		2,854
Proceeds from shareholder loans		53,658		50,604
Payments of shareholder loans		(10,600)		(5,300)
Advances under factoring arrangements		8,746		-
Repayments under factoring arrangements		(29,341)		-

NET CASH PROVIDED BY FINANCING ACTIVITIES		26,313		65,658

Net increase (decrease) in cash and cash equivalents		1,785		(7,456)

Cash and cash equivalents, beginning of period		-		17,617

Cash and cash equivalents, end of period	$	1,785	$	10,161

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for taxes	$	-	$	-
Cash paid for interest	$	-	$	-

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

F-3

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Grasshopper Staffing Inc (the “Company”), formally Tomichi Creek Outfitters, was formed in the state of Nevada on June 25, 2013 and its year-end is July 31.

On March 2, 2015, the Company entered into a Business Acquisition Agreement and share exchange under which it acquired the business and assets of Grasshopper Staffing Inc (“Grasshopper Colorado”), formed in the state of Colorado on January 13, 2015. The exchange for $10,651 was represented by 250,000 shares of the Company’s common stock in exchange for all of the outstanding shares of Grasshopper Colorado. The assets purchased include the logo and website, office supplies and office furniture. Grasshopper Colorado is operating as a wholly-owned subsidiary of the Company and is now the primary operation of its business.

Grasshopper Colorado was founded as a solution to the staffing needs presented in the blossoming cannabis industry in Colorado.

NOTE 2 - SEASONAL NATURE OF OPERATIONS

The cannabis industry in general historically experiences seasonal fluctuations in revenue and net income. The Company’s revenues reflect two cutting periods resulting in higher revenues in the months of May through July and October through December. Therefore, the results of operations presented for the six months ended January 31, 2017, are not necessarily representative of the results of operations for the full year.

NOTE 3 - GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. The Company has a history of losses, an accumulated deficit, has minimal working capital and has not generated cash from its operations to support meaningful ongoing operations. In view of these matters, the Company’s ability to continue as a going concern is dependent upon advancement of operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and six months ended January 31, 2017 and 2016 and cash flows for the six months ended January 31, 2017 and 2016 and our financial position as of January 31, 2017 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

F-4

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Certain information and disclosures normally included in the notes to the annual audited consolidated financial statements have been condensed or omitted from these interim unaudited consolidated financial statements. Accordingly, these interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended July 31, 2016, which are included in the Company’s annual report on Form 10-K filed on July 18, 2017. The July 31, 2016 balance sheet is derived from those statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation.

Accounts Receivable

Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. At January 31, 2017 and July 31, 2016, the Company wrote off $4,396 and $4,395, respectively to the allowance.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the statement of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented.

Intangible Assets

Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 3 years for website development. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At January 31, 2017, no revision to the remaining amortization period of the intangible assets was made.

F-5

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.

Revenue Recognition

Revenue is derived from the placement of temporary workers. The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605, “Revenue Recognition”. The Company will recognize revenue only when all of the following criteria have been met:

Persuasive evidence for an agreement exists;

Service has been provided;

The fee is fixed or determinable; and,

Collection is reasonably assured.

Basic Net Loss Per Common Share

Basic net loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Stock Based Compensation

The Company accounts for the grant of restricted stock awards in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of equity based compensation. The expense is recognized over the period during which the employee is required to provide service in exchange for the compensation. Any remaining unrecognized balance will be recognized ratably over the life of the vesting period and is a reduction of stockholders' equity.

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to Non-Employees.”

F-6

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of January 31, 2017 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

Recent Accounting Pronouncements

The Company has reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at January 31, 2017 and July 31, 2016:


	January 31, 2017		July 31, 2016
Computer equipment	$	2,643	$	2,644
Furniture and fixtures		3,007		3,007
Subtotal		5,650		5,650
Less: accumulated depreciation		(1,916)		(1,434)
Total property and equipment, net	$	3,734	$	4,217

Depreciation expense for the six months ended January 31, 2017 and 2016 was $483 and $483 respectively.

NOTE 6 - INTANGIBLE ASSETS

Intangible assets consisted of the following at January 31, 2017 and July 31, 2016:


	January 31, 2017		July 31, 2016
Website development	$	5,000	$	5,000
Less: accumulated amortization		(3,333)		(2,493)
Total intangible assets, net	$	1,667	$	2,507

Amortization expense for the six months ended January 31, 2017 and 2016 was $840 and $840 respectively.

F-7

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at January 31, 2017 and July 31, 2016:


	January 31, 2017		July 31, 2016
Accounts Payable	$	45,048	$	40,486
Accrued Expenses		--		1,600
Accrued Payroll		8,101		10,951
Cash Overdraft		--		1,004
Total	$	53,149	$	54,041

NOTE 8 - PAYROLL LIABILITIES

The Company has past due payroll liabilities due to the Internal Revenue Service (“IRS”) for unpaid payroll taxes, penalties and interest for 2015 and 2016. The original unpaid payroll taxes to the IRS for these periods totaled $32,966.

As of January 31, 2017, the past due balance due to the IRS, including penalties, interest, and fees, totaled $70,263. On February 10, 2017, the Company paid back $10,116 of the outstanding liability, interest and penalties related to the March 31, 2016 tax period. During the year ended July 31, 2016 the Company incurred $9,539 in penalties and interest from the IRS. During the six months ended January 31, 2017, the Company recorded $6,150 in additional penalties and interest related to these outstanding liabilities. The Company is working with the IRS to negotiate a payment plan for the remaining balance due.

NOTE 9 - FACTORING ARRANGEMENTS

On April 13, 2016, the Company entered into a revenue-based factoring agreement with TUV Investments LLC (“TUV”), pursuant to which for consideration of $20,000 the Company agreed to sell, assign and transfer all of the Company’s future receipts until the repayment of the agreed upon purchase price of $27,600 is paid in full pursuant to specified repayment terms. The repayment terms provide, that the Company shall pay TUV the greater of an authorized daily debit (ACH withdrawal) of $199 on each available banking day, or 14% of the Company’s daily receipts until the $27,600 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $8,305 as factoring expenses on the date of the agreement. The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries. As of July 31, 2016 the Company had an outstanding liability due to TUV Investments of $13,143. On October 4, 2016, the Company transferred the balance into a new loan agreement. For additional consideration of $8,857, the Company agreed to the same terms as the original agreement until the agreed upon new purchase price of $30,360 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $8,360 as factoring expenses on October 4, 2016. As of January 31, 2017, this agreement has an outstanding balance of $12,448.

On May 6, 2016, the Company entered into a revenue-based factoring agreement with Merchant Cash Advance Fund One (“Merchant”), pursuant to which for consideration of $7,500 the Company agreed to sell, assign and transfer all of the Company’s future receipts until the repayment of the agreed upon purchase price of $10,875 is paid in full pursuant to specified repayment terms. The repayment terms provide, that the Company shall pay Merchant the greater of an authorized daily debit (ACH withdrawal) of $108 on each available banking day, or 5% of the Company’s daily receipts until the $10,875 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $3,774 as factoring expenses on the date of the agreement. The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries. As of January 31, 2017, this agreement has an outstanding balance of $723.

F-8

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 9 - FACTORING ARRANGEMENTS (continued)

On May 6, 2016, the Company entered into a revenue-based factoring agreement with Samson Horus (“Samson”), pursuant to which for consideration of $7,500 the Company agreed to sell, assign and transfer all of the Company’s future receipts until the repayment of the agreed upon purchase price of $10,875 is paid in full pursuant to specified repayment terms. The repayment terms provide, that the Company shall pay Samson the greater of an authorized daily debit (ACH withdrawal) of $108 on each available banking day, or 5% of the Company’s daily receipts until the $10,875 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $4,475 as factoring expenses on the date of the agreement. The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries. As of January 31, 2017, this agreement has an outstanding balance of $0.

NOTE 10 - CONCENTRATIONS

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the six months ended January 31, 2017 and 2016. At January 31, 2017, three customers accounted for 53% of the Company’s total revenue.


Customer	Six Months Ended January 31, 2017		Six Months Ended January 31, 2016
A		31%		60 %
B		10%		16 %
C		12%		--

NOTE 11 - RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it has relied on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. As of January 31, 2017 and July 31, 2016, members of management have loaned the Company $163,643 and $121,935, respectively. The loans are payable on demand and carry no interest.

In addition, the Company has accrued expenses related to the January 15, 2016 consulting and advisory agreement (See Note 12). As of January 31, 2017 and July 31 2016, the Company has accrued $223,742 and $103,742, respectively in monthly retainer fees and travel expenses related to this agreement.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 12 - CAPITAL STOCK

The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At January 31, 2017 and July 31, 2016, the Company had 26,287,500 and 26,287,500 common shares issued and outstanding, respectively.

F-9

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 12 - CAPITAL STOCK (Continued)

Shares Issued for Services:

On June 12, 2015, the Company's Board of Directors approved the issuance of 3,175,000 shares of common stock to various employees and consultants. The fair market value of the shares was $1,301,750 at the date of grant, of which $322,533 was recognized as an expense in the year ended July 31, 2015. The remaining balance of $979,217 was recorded to additional paid in capital and is being amortized over the life of the employment agreements (15 - 18 months). The Company recorded $921,133 of the remaining balance in the year ended July 31, 2016 and has recorded $58,083 of consulting expense during the six months ended January 31, 2017. The expense has been fully amortized as of January 31, 2017.

On January 15, 2016, the Company entered into a three-year consulting and advisory agreement with Platinum Equity Advisors, LLC, a related party. Compensation consists of a monthly retainer fee of $20,000. In addition, for services rendered through January 15, 2016, the Company issued on February 15, 2016, 8,000,000 shares of the Company’s common stock at a value of $0.35 per share or $2,788,000. The first month’s retainer was offset by $8,000 for the shares issued, resulting in a reduction of accounts payable and the remainder will be amortized over the life of the agreement. For the year ended July 31, 2016, the Company has recorded $503,389 in consulting expense related to this agreement. During the six months ended January 31, 2017 the Company amortized an additional $464,667 leaving an unamortized balance of $1,819,944 January 31, 2017.

Warrants:

On March 29, 2016, the Company agreed to issue 6,000,000 warrants to purchase shares of the Company’s common stock as satisfaction of $6,000 in compensation that was owed to Acorn Management Partners, LLC. The warrants have an exercise price of $0.01 and expire ten years from the date of issuance. The warrants were valued using the Black-Scholes option-pricing model and a fair value of approximately $3,200,000 was expensed.

A summary of the Company’s warrant activity during the three months ended January 31, 2017 is presented below:


					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, July 31, 2016		6,000,000	$	0.01		9.67	$	1,860,000
Granted		--		--		--		--
Forfeited		--		--		--		--
Exercised		--		--		--		--
Expired		--		--		--		--
Balance Outstanding, January 31, 2017		6,000,000	$	0.01		9.16	$	2,200,000

Exercisable, January 31, 2017		6,000,000	$	0.01		9.16	$	2,200,000

As of January 31, 2017, there are no options outstanding to acquire any additional shares of common stock of the Company.

F-10

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2017

(unaudited)

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Legal Matters

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Operating Leases

The company’s executive offices are located at 200 S Victoria Ave, Pueblo, Co 81003. The property is leased on a month to month basis with a monthly rental payment of $800.

NOTE 14 - SUBSEQUENT EVENTS

The Company follows the guidance in Sections 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company has evaluated the period after the balance sheet date up through the date of filing, which is the date that the consolidated financial statements were issued, and determined that, there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements except for the following as disclosed below:

Related Party Advances

Through the date of filing there have been additional amounts representative of advances or amounts paid in satisfaction of liabilities from a director or member of management. The advances are considered temporary in nature and have not been formalized by a promissory note. As of the date of filing an additional $46,051 has been loaned to the Company. These loans are payable on demand and carry no interest (See Note 11).

F-11

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

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 1 “Financial Statements” in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.

Business Overview

Grasshopper Staffing Inc (“Grasshopper Staffing”), formally Tomichi Creek Outfitters, was incorporated in the state of Nevada on June 25, 2013 as a development stage company with a plan of operation to provide clients with an opportunity to harvest a trophy size elk or deer or to enjoy a guided scenic tour on the western slopes of the Rocky Mountains. Our operations are located in Sargents, Colorado which is approximately four hours southwest from Denver. Grasshopper Staffing’s primary business was in offering professionally guided Elk or Deer animal hunts. This area of the country is home to trophy size Elk and Mule Deer.

On March 2, 2015, we entered into a Business Acquisition Agreement under which we acquired the business and assets of Grasshopper Staffing in exchange for 250,000 shares of common stock. The assets purchased include the trademark and website, office supplies and office furniture. Grasshopper is operating as a wholly-owned subsidiary of the Company and is now the primary operation of our business.

Grasshopper Staffing was founded in 2015 by Wick, Melanie Osterman, Barbara Ianne, and Cheryl Zanotelli, as a solution to the staffing needs presented in the blossoming cannabis industry in Colorado. Grasshopper Staffing is an agency that serves the Colorado's cannabis employment needs by providing employee recruiting, training, securing proper credentials and ensuring compliance with the ever-changing local and state laws. Grasshopper Staffing specializes in providing budtenders, trimmers, janitorial, security, payroll, armored transport, edible production, infusion specialists, grow consultants, irrigation, retail sales, IT solutions, web design, and event services.

Plan of Operation

Company management and affiliated business development consultants plan to leverage our extensive operational, industry, M&A and finance contacts and experience to quickly expand upon the foundation recently established at Grasshopper Staffing. We plan to greatly increase our staffing efforts in both the cannabis and non-cannabis space through existing business expansion and acquisitions. Potential cannabis acquisition targets have been identified in Colorado, as well as addition states where cannabis has been legalized for medical or recreational usage with plans for an eventual national footprint. In addition, staffing companies outside of the cannabis space have also been identified as potential acquisition targets, which will allow for diverse sources of revenue.

To further our diversification, the company plans to pursue additional acquisition targets within the cannabis space, including businesses specializing in security, testing, proprietary growing equipment, comprehensive facility consulting, facility leasing and unique social media entities. To this end, in the near future “Grasshopper Staffing” will change its name to simply “Grasshopper” to better reflect its plans to aggressively grow into the preeminent multifaceted cannabis company in the fastest growing business space in the United States today.

RESULTS OF OPERATIONS

Results of Operations

For the three months ended January 31, 2017 compared to 2016

The Company had $65,165 and $148,791 of revenue during the three months ended January 31, 2017 and 2016, respectively. The decrease of $83,626 was due to a $126,000 reduction in revenue from a major customer offset by the addition of new customers in the three months ended January 31, 2017 compared to January 31, 2016.

Cost of Services

Cost of services was $50,460 in the three months ended January 31, 2017, decreased of $67,469 from $117,929 in the three months ended January 31, 2016. The decrease is primarily due to the decrease in revenue, which resulted in a decrease in the number of employees in the three months ended January 31, 2017.

Gross Profit

The Company had a gross profit of $14,705 in the three months ended January 31, 2017, which is a decrease of $16,157 from a gross profit of $30,862 in the three months ended January 31, 2016. The decrease is primarily due to the decrease in revenue and cost of services in the three months ended January 31, 2017.

General and Administrative Expenses

The Company’s general and administrative expenses were incurred in the amounts of $330,375 and $368,866 for the three months ended January 31, 2017 and 2016, respectively. This decrease of $38,491 was primarily due to an approximately $220,000 increase in consulting fees offset by an approximately $254,000 decrease in payroll and related expenses during the three months ended January 31, 2017.

Net Loss

The comparable net loss for the three months ended January 31, 2017 was $322,272, as compared to the net loss of $338,448 for the three months ended January 31, 2016. This decreased net loss of $16,176 was primarily due to an approximately $220,000 increase in consulting fees offset by an approximately $254,000 decrease in payroll and related expenses during the three months ended January 31, 2017.

For the six months ended January 31, 2017 compared to 2016

The Company had $176,483 and $245,058 of revenue during the six months ended January 31, 2017 and 2016, respectively. The decrease of $68,575 was due to a $126,000 reduction in revenue from a major customer offset by the addition of new customers in the three months ended January 31, 2017 compared to January 31, 2016.

Cost of Services

Cost of services was $134,056 in the six months ended January 31, 2017, a decreased of $41,190 from $175,246 in the six months ended January 31, 2016. The decrease is primarily due to the decrease in revenue, which resulted in a decrease in the number of employees in the three months ended January 31, 2017.

Gross Profit

The Company had a gross profit of $42,427 in the six months ended January 31, 2017, which is a decrease of $27,385 from a gross profit of $69,812 in the six months ended January 31, 2016. The decrease is primarily due to the decrease in revenue and cost of services in the three months ended January 31, 2017.

General and Administrative Expenses

The Company’s general and administrative expenses were incurred in the amounts of $739,044 and $1,238,131 for the six months ended January 31, 2017 and 2016, respectively. This decrease of $499,087 was primarily due to an approximately $443,000 decrease in payroll and related expenses and a $55,000 reduction in professional fees during the six months ended January 31, 2017.

Net Loss

The comparable net loss for the six months ended January 31, 2017 was $700,738, as compared to the net loss of $1,169,195 for the six months ended January 31, 2016. This decreased net loss of $468,457 was primarily due to an approximately $443,000 decrease in payroll and related expenses and a $55,000 reduction in professional fees during the six months ended January 31, 2017.

Liquidity and Capital Resources

Working Capital


	January 31, 2017		July 31, 2016
	(unaudited)		(audited)

Current Assets	$	16,198	$	21,403
Current Liabilities		530,672		359,212
Working Capital (Deficiency)	$	(514,474)	$	(337,809)

Current assets for the six months ended January 31, 2017 decreased compared to the year ended July 31, 2016, primarily due to a decrease in prepaid insurance in the six months ended January 31, 2017.

Current liabilities for the three months ended January 31, 2017 increased compared to the year ended July 31, 2016 primarily due to an increase in the related party accrual of consulting fees for Platinum of $120,000, an increase in due to related party for expenses paid on behalf of the Company of approximately $42,000 and an increase in payroll related liabilities of approximately $6,000 related to the unpaid payroll taxes in 2015 and 2016 and approximately $9.000 related to accrued payroll for the period ending January 31, 2017.

Net Cash Used in Operating Activities

Net cash used in operations was $24,528 for the six months ended January 31, 2017 compared to cash used in operations of $73,114 for the six months ended January 31, 2016. This decrease was primarily attributable to a decrease in net loss during the six months ended January 31, 2017 along with an increase in related party accounts payable of $120,000 offset by a decrease in amortization expense of approximately $400,000 related to the amortization of deferred stock compensation to a related party in the six months ended January 31, 2017.

Net Cash Provided by Financing Activities

Cash flows provided by financing activities for the six months ended January 31, 2017 were $26,313 compared to $65,658 for six months ended January 31, 2016. This decrease is primarily attributed to an increase of approximately $29,000 in repayments of the factoring agreements and a decrease in proceeds from the issuance of stock of $17,500 during the six months ended January 31, 2017.

Going Concern Qualification

We have a history of losses, an accumulated deficit, a negative working capital and have not generated cash from operations to support meaningful ongoing operations. Our Independent Registered Public Accounting Firm has included a “Going Concern Qualification” in their report for the years ended July 31, 2016 and 2015. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. We intend on financing our future development activities and working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise capital.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of January 31, 2017.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective.

(b) Management’s Report on Internal Control over Financial Reporting

Our management, including our principal executive officer, principal financial officer and our Board of Directors, is responsible for establishing and maintaining a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of January 31, 2017. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of January 31, 2017 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

To remediate such weaknesses, we believe we would need to implement the following changes: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may not be undertaken. Until we have the required funds, we do not anticipate implementing these remediation steps.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our principal executive officer and our principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is currently not involved in any litigation that the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or other body pending or, to the knowledge of the executive officers of the Company or any of the Company’s subsidiaries, threatened against or affecting the Company, the Company’s Common Stock, any of the Company’s subsidiaries or the Company’s or the Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report for July 31, 2016 on Form 10-K, filed with the SEC on July 18, 2017.

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

There were no unregistered sales of the Company’s equity securities during the three months ended January 31, 2017.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report on Form 10-Q.


Exhibit Number	Description

31.1	Chief Executive Officer and Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*

32.1	Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

101.INS	XBRL Instance Document*

101.SCH	XBRL Taxonomy Extension Schema Document*

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB	XBRL Taxonomy Extension Label Linkbase Document*

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Included herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Grasshopper Staffing, Inc.

Date: September 20, 2017
	By: /s/ Melanie Osterman
	Melanie Osterman President, Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

In accordance with the 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.


Date: September 20, 2017
	By: /s/ Melanie Osterman
	Melanie Osterman President, Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)


Date: September 20, 2017
	By: /s/ Jeremy Gindro
	Jeremy Gindro Director

EX-31.1 2 tckf_ex311.htm CERTIFICATION ex-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Melanie Osterman, certify that:

I have reviewed this quarterly report on Form 10-Q of Grasshopper Staffing, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: September 20, 2017

By:

/s/ Melanie Osterman

Melanie Osterman

President, Chief Executive Officer,

and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

EX-32.1 3 tckf_ex321.htm CERTIFICATION ex-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Grasshopper Staffing, Inc., (the “Company”) on Form 10-Q for the three months ended January 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Melanie Osterman, Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 20, 2017

By:

/s/ Melanie Osterman

Melanie Osterman

President, Chief Executive Officer

and Chief Financial Officer

(Principal Executive Officer

and Principal Financial Officer)

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10-Q 2017-01-31 false GRASSHOPPER STAFFING, INC. 0001584693 tckf --07-31 26287500 Smaller Reporting Company No No No 2017 Q2

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS   Grasshopper Staffing Inc (the Company), formally Tomichi Creek Outfitters, was formed in the state of Nevada on June 25, 2013 and its year-end is July 31.   On March 2, 2015, the Company entered into a Business Acquisition Agreement and share exchange under which it acquired the business and assets of Grasshopper Staffing Inc (Grasshopper Colorado), formed in the state of Colorado on January 13, 2015. The exchange for $10,651 was represented by 250,000 shares of the Companys common stock in exchange for all of the outstanding shares of Grasshopper Colorado. The assets purchased include the logo and website, office supplies and office furniture. Grasshopper Colorado is operating as a wholly-owned subsidiary of the Company and is now the primary operation of its business.   Grasshopper Colorado was founded as a solution to the staffing needs presented in the blossoming cannabis industry in Colorado.

NOTE 2 - SEASONAL NATURE OF OPERATIONS   The cannabis industry in general historically experiences seasonal fluctuations in revenue and net income.  The Companys revenues reflect two cutting periods resulting in higher revenues in the months of May through July and October through December. Therefore, the results of operations presented for the six months ended January 31, 2017, are not necessarily representative of the results of operations for the full year.

NOTE 3 - GOING CONCERN   The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. The Company has a history of losses, an accumulated deficit, has minimal working capital and has not generated cash from its operations to support meaningful ongoing operations. In view of these matters, the Companys ability to continue as a going concern is dependent upon advancement of operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of the Companys management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and six months ended January 31, 2017 and 2016 and cash flows for the six months ended January 31, 2017 and 2016 and our financial position as of January 31, 2017 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.   Certain information and disclosures normally included in the notes to the annual audited consolidated financial statements have been condensed or omitted from these interim unaudited consolidated financial statements.  Accordingly, these interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended July 31, 2016, which are included in the Companys annual report on Form 10-K filed on July 18, 2017. The July 31, 2016 balance sheet is derived from those statements.   Use of Estimates   The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation.   Accounts Receivable   Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. At January 31, 2017 and July 31, 2016, the Company wrote off $4,396 and $4,395, respectively to the allowance.   Property and Equipment   Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the statement of operations.  Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years.   Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  The Company did not recognize any impairment losses for any periods presented.   Intangible Assets   Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 3 years for website development. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible assets remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At January 31, 2017, no revision to the remaining amortization period of the intangible assets was made.   Fair Value of Financial Instruments   Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:   Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.   Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.   Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.   Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.   Revenue Recognition   Revenue is derived from the placement of temporary workers.  The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605, Revenue Recognition.  The Company will recognize revenue only when all of the following criteria have been met:   ·      Persuasive evidence for an agreement exists; ·      Service has been provided; ·      The fee is fixed or determinable; and, ·      Collection is reasonably assured.   Basic Net Loss Per Common Share   Basic net loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.   Stock Based Compensation   The Company accounts for the grant of restricted stock awards in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of equity based compensation. The expense is recognized over the period during which the employee is required to provide service in exchange for the compensation.  Any remaining unrecognized balance will be recognized ratably over the life of the vesting period and is a reduction of stockholders' equity.   The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 Equity-Based Payments to Non-Employees.   Income Taxes   Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of January 31, 2017 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.   Recent Accounting Pronouncements   The Company has reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.   Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 5 - PROPERTY AND EQUIPMENT   Property and equipment consisted of the following at January 31, 2017 and July 31, 2016:   <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> January 31, 2017 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> July 31, 2016 </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Computer equipment </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 2,643 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 2,644 </td> </tr> <tr align="left"> <td valign="top" style='padding:0in 5.4pt 0in 5.4pt'> Furniture and fixtures </td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> 3,007 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> 3,007 </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Subtotal </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,650 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,650 </td> </tr> <tr align="left"> <td valign="top" style='padding:0in 5.4pt 0in 5.4pt'> Less:  accumulated depreciation </td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (1,916) </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (1,434) </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Total property and equipment, net </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 3,734 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 4,217 </td> </tr> </table> </div>   Depreciation expense for the six months ended January 31, 2017 and 2016 was $483 and $483 respectively.

NOTE 6 - INTANGIBLE ASSETS   Intangible assets consisted of the following at January 31, 2017 and July 31, 2016:   <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> January 31, 2017 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> July 31, 2016 </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Website development </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,000 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,000 </td> </tr> <tr align="left"> <td valign="top" style='padding:0in 5.4pt 0in 5.4pt'> Less: accumulated amortization </td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (3,333) </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (2,493) </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Total intangible assets, net </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 1,667 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 2,507 </td> </tr> </table> </div>     Amortization expense for the six months ended January 31, 2017 and 2016 was $840 and $840 respectively.

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES   Accounts payable and accrued expenses consist of the following at January 31, 2017 and July 31, 2016:   <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> January 31, 2017 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> July 31, 2016 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Accounts Payable </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 45,048 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 40,486 </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> Accrued Expenses </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> -- </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> 1,600 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'> Accrued Payroll </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'> 8,101 </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'> 10,951 </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> Cash Overdraft </td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> -- </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> 1,004 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Total </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 53,149 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 54,041 </td> </tr> </table> </div>

NOTE 8 - PAYROLL LIABILITIES   The Company has past due payroll liabilities due to the Internal Revenue Service (IRS) for unpaid payroll taxes, penalties and interest for 2015 and 2016. The original unpaid payroll taxes to the IRS for these periods totaled $32,966.   As of January 31, 2017, the past due balance due to the IRS, including penalties, interest, and fees, totaled $70,263. On February 10, 2017, the Company paid back $10,116 of the outstanding liability, interest and penalties related to the March 31, 2016 tax period.  During the year ended July 31, 2016 the Company incurred $9,539 in penalties and interest from the IRS. During the six months ended January 31, 2017, the Company recorded $6,150 in additional penalties and interest related to these outstanding liabilities.  The Company is working with the IRS to negotiate a payment plan for the remaining balance due.

NOTE 9 - FACTORING ARRANGEMENTS   On April 13, 2016, the Company entered into a revenue-based factoring agreement with TUV Investments LLC (TUV), pursuant to which for consideration of $20,000 the Company agreed to sell, assign and transfer all of the Companys future receipts until the repayment of the agreed upon purchase price of $27,600 is paid in full pursuant to specified repayment terms.  The repayment terms provide, that the Company shall pay TUV the greater of an authorized daily debit (ACH withdrawal) of $199 on each available banking day, or 14% of the Companys daily receipts until the $27,600 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $8,305 as factoring expenses on the date of the agreement.  The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries.  As of July 31, 2016 the Company had an outstanding liability due to TUV Investments of $13,143.  On October 4, 2016, the Company transferred the balance into a new loan agreement.  For additional consideration of $8,857, the Company agreed to the same terms as the original agreement until the agreed upon new purchase price of $30,360 is paid in full.  The Company has recognized all expenses related to this agreement in the aggregate total of $8,360 as factoring expenses on October 4, 2016.  As of January 31, 2017, this agreement has an outstanding balance of $12,448.   On May 6, 2016, the Company entered into a revenue-based factoring agreement with Merchant Cash Advance Fund One (Merchant), pursuant to which for consideration of $7,500 the Company agreed to sell, assign and transfer all of the Companys future receipts until the repayment of the agreed upon purchase price of $10,875 is paid in full pursuant to specified repayment terms.  The repayment terms provide, that the Company shall pay Merchant the greater of an authorized daily debit (ACH withdrawal) of $108 on each available banking day, or 5% of the Companys daily receipts until the $10,875 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $3,774 as factoring expenses on the date of the agreement.  The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries.  As of January 31, 2017, this agreement has an outstanding balance of $723.   On May 6, 2016, the Company entered into a revenue-based factoring agreement with Samson Horus (Samson), pursuant to which for consideration of $7,500 the Company agreed to sell, assign and transfer all of the Companys future receipts until the repayment of the agreed upon purchase price of $10,875 is paid in full pursuant to specified repayment terms. The repayment terms provide, that the Company shall pay Samson the greater of an authorized daily debit (ACH withdrawal) of $108 on each available banking day, or 5% of the Companys daily receipts until the $10,875 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $4,475 as factoring expenses on the date of the agreement.  The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries.  As of January 31, 2017, this agreement has an outstanding balance of $0.

NOTE 10 - CONCENTRATIONS   The following table sets forth information as to each customer that accounted for 10% or more of the Companys revenues for the six months ended January 31, 2017 and 2016. At January 31, 2017, three customers accounted for 53% of the Companys total revenue.   <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Customer </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Six Months Ended January 31, 2017 </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Six Months Ended January 31, 2016 </td> </tr> <tr align="left"> <td valign="top" style='border:none;background:#DBE5F1;padding:0'> A </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="top" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 31% </td> <td valign="top" style='background:#DBE5F1;padding:0'></td> <td valign="top" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="top" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 60% </td> </tr> <tr align="left"> <td valign="top" style='padding:0'> B </td> <td valign="bottom" style='padding:0'>   </td> <td valign="bottom" style='padding:0'>   </td> <td valign="top" style='padding:0'> 10% </td> <td valign="top" style='padding:0'>   </td> <td valign="top" style='padding:0'>   </td> <td valign="top" style='padding:0'> 16% </td> </tr> <tr align="left"> <td valign="top" style='background:#DEEAF6;padding:0'> C </td> <td valign="bottom" style='background:#DEEAF6;padding:0'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0'>   </td> <td valign="top" style='background:#DEEAF6;padding:0'> 12% </td> <td valign="top" style='background:#DEEAF6;padding:0'>   </td> <td valign="top" style='background:#DEEAF6;padding:0'>   </td> <td valign="top" style='background:#DEEAF6;padding:0'> -- </td> </tr> </table> </div>

NOTE 11 - RELATED PARTY TRANSACTIONS   In support of the Companys efforts and cash requirements, it has relied on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. As of January 31, 2017 and July 31, 2016, members of management have loaned the Company $163,643 and $121,935, respectively. The loans are payable on demand and carry no interest.   In addition, the Company has accrued expenses related to the January 15, 2016 consulting and advisory agreement (See Note 12).  As of January 31, 2017 and July 31 2016, the Company has accrued $223,742 and $103,742, respectively in monthly retainer fees and travel expenses related to this agreement.   The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 12 - CAPITAL STOCK   The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At January 31, 2017 and July 31, 2016, the Company had 26,287,500 and 26,287,500 common shares issued and outstanding, respectively.   Shares Issued for Services:   On June 12, 2015, the Company's Board of Directors approved the issuance of 3,175,000 shares of common stock to various employees and consultants. The fair market value of the shares was $1,301,750 at the date of grant, of which $322,533 was recognized as an expense in the year ended July 31, 2015. The remaining balance of $979,217 was recorded to additional paid in capital and is being amortized over the life of the employment agreements (15 - 18 months).  The Company recorded $921,133 of the remaining balance in the year ended July 31, 2016 and has recorded $58,083 of consulting expense during the six months ended January 31, 2017.  The expense has been fully amortized as of January 31, 2017.   On January 15, 2016, the Company entered into a three-year consulting and advisory agreement with Platinum Equity Advisors, LLC, a related party. Compensation consists of a monthly retainer fee of $20,000. In addition, for services rendered through January 15, 2016, the Company issued on February 15, 2016, 8,000,000 shares of the Companys common stock at a value of $0.35 per share or $2,788,000. The first months retainer was offset by $8,000 for the shares issued, resulting in a reduction of accounts payable and the remainder will be amortized over the life of the agreement. For the year ended July 31, 2016, the Company has recorded $503,389 in consulting expense related to this agreement. During the six months ended January 31, 2017 the Company amortized an additional $464,667 leaving an unamortized balance of $1,819,944 January 31, 2017.   Warrants:   On March 29, 2016, the Company agreed to issue 6,000,000 warrants to purchase shares of the Companys common stock as satisfaction of $6,000 in compensation that was owed to Acorn Management Partners, LLC. The warrants have an exercise price of $0.01 and expire ten years from the date of issuance.  The warrants were valued using the Black-Scholes option-pricing model and a fair value of approximately $3,200,000 was expensed.   A summary of the Companys warrant activity during the three months ended January 31, 2017 is presented below:   <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="90%" style='width:90.0%;border-collapse:collapse'> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Weighted </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Weighted </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Average </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Average </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Remaining </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Aggregate </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Number of </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Exercise </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Contractual </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Intrinsic </td> </tr> <tr align="left"> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Warrants </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Shares </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Price </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Term </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Value </td> </tr> <tr align="left"> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'> Balance Outstanding, July 31, 2016 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 6,000,000 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 0.01 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 9.67 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 1,860,000 </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'> Granted </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0'> Forfeited </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'> Exercised </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'> Expired </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'> Balance Outstanding, January 31, 2017 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 6,000,000 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 0.01 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 9.16 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 2,200,000 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'> Exercisable, January 31, 2017 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 6,000,000 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 0.01 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 9.16 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 2,200,000 </td> </tr> </table> </div>   As of January 31, 2017, there are no options outstanding to acquire any additional shares of common stock of the Company.

NOTE 13 - COMMITMENTS AND CONTINGENCIES   Legal Matters   In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Companys financial position or results of operations.   The Companys operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.   Operating Leases   The companys executive offices are located at 200 S Victoria Ave, Pueblo, Co 81003.  The property is leased on a month to month basis with a monthly rental payment of $800.

NOTE 14 - SUBSEQUENT EVENTS   The Company follows the guidance in Sections 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company has evaluated the period after the balance sheet date up through the date of filing, which is the date that the consolidated financial statements were issued, and determined that, there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements except for the following as disclosed below:   Related Party Advances   Through the date of filing there have been additional amounts representative of advances or amounts paid in satisfaction of liabilities from a director or member of management. The advances are considered temporary in nature and have not been formalized by a promissory note. As of the date of filing an additional $46,051 has been loaned to the Company. These loans are payable on demand and carry no interest (See Note 11).

Basis of Presentation   The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of the Companys management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and six months ended January 31, 2017 and 2016 and cash flows for the six months ended January 31, 2017 and 2016 and our financial position as of January 31, 2017 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.   Certain information and disclosures normally included in the notes to the annual audited consolidated financial statements have been condensed or omitted from these interim unaudited consolidated financial statements.  Accordingly, these interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended July 31, 2016, which are included in the Companys annual report on Form 10-K filed on July 18, 2017. The July 31, 2016 balance sheet is derived from those statements.

Use of Estimates   The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation.

Accounts Receivable   Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. At January 31, 2017 and July 31, 2016, the Company wrote off $4,396 and $4,395, respectively to the allowance.

Property and Equipment   Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the statement of operations.  Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years.   Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  The Company did not recognize any impairment losses for any periods presented.

Intangible Assets   Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 3 years for website development. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible assets remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At January 31, 2017, no revision to the remaining amortization period of the intangible assets was made.

Fair Value of Financial Instruments   Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:   Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.   Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.   Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.   Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.

Revenue Recognition   Revenue is derived from the placement of temporary workers.  The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605, Revenue Recognition.  The Company will recognize revenue only when all of the following criteria have been met:   ·      Persuasive evidence for an agreement exists; ·      Service has been provided; ·      The fee is fixed or determinable; and, ·      Collection is reasonably assured.

Basic Net Loss Per Common Share   Basic net loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Stock Based Compensation   The Company accounts for the grant of restricted stock awards in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of equity based compensation. The expense is recognized over the period during which the employee is required to provide service in exchange for the compensation.  Any remaining unrecognized balance will be recognized ratably over the life of the vesting period and is a reduction of stockholders' equity.   The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 Equity-Based Payments to Non-Employees.

Income Taxes   Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of January 31, 2017 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

Recent Accounting Pronouncements   The Company has reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.   Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> January 31, 2017 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> July 31, 2016 </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Computer equipment </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 2,643 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 2,644 </td> </tr> <tr align="left"> <td valign="top" style='padding:0in 5.4pt 0in 5.4pt'> Furniture and fixtures </td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> 3,007 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> 3,007 </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Subtotal </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,650 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,650 </td> </tr> <tr align="left"> <td valign="top" style='padding:0in 5.4pt 0in 5.4pt'> Less:  accumulated depreciation </td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (1,916) </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (1,434) </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Total property and equipment, net </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 3,734 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 4,217 </td> </tr> </table> </div>

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> January 31, 2017 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> July 31, 2016 </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Website development </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,000 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 5,000 </td> </tr> <tr align="left"> <td valign="top" style='padding:0in 5.4pt 0in 5.4pt'> Less: accumulated amortization </td> <td style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (3,333) </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> (2,493) </td> </tr> <tr align="left"> <td valign="top" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Total intangible assets, net </td> <td style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 1,667 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 2,507 </td> </tr> </table> </div>

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> January 31, 2017 </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> July 31, 2016 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Accounts Payable </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 45,048 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 40,486 </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> Accrued Expenses </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> -- </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> 1,600 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'> Accrued Payroll </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'> 8,101 </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0in 5.4pt 0in 5.4pt 0in 5.4pt 0in 5.4pt !msorm'> 10,951 </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'> Cash Overdraft </td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> -- </td> <td valign="bottom" style='padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> 1,004 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> Total </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 53,149 </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 2.25pt;background:#DBE5F1;padding:0in 5.4pt 0in 5.4pt'> 54,041 </td> </tr> </table> </div>

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="80%" style='width:80.0%;border-collapse:collapse'> <tr align="left"> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Customer </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Six Months Ended January 31, 2017 </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Six Months Ended January 31, 2016 </td> </tr> <tr align="left"> <td valign="top" style='border:none;background:#DBE5F1;padding:0'> A </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="top" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 31% </td> <td valign="top" style='background:#DBE5F1;padding:0'></td> <td valign="top" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="top" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 60% </td> </tr> <tr align="left"> <td valign="top" style='padding:0'> B </td> <td valign="bottom" style='padding:0'>   </td> <td valign="bottom" style='padding:0'>   </td> <td valign="top" style='padding:0'> 10% </td> <td valign="top" style='padding:0'>   </td> <td valign="top" style='padding:0'>   </td> <td valign="top" style='padding:0'> 16% </td> </tr> <tr align="left"> <td valign="top" style='background:#DEEAF6;padding:0'> C </td> <td valign="bottom" style='background:#DEEAF6;padding:0'>   </td> <td valign="bottom" style='background:#DEEAF6;padding:0'>   </td> <td valign="top" style='background:#DEEAF6;padding:0'> 12% </td> <td valign="top" style='background:#DEEAF6;padding:0'>   </td> <td valign="top" style='background:#DEEAF6;padding:0'>   </td> <td valign="top" style='background:#DEEAF6;padding:0'> -- </td> </tr> </table> </div>

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="90%" style='width:90.0%;border-collapse:collapse'> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Weighted </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Weighted </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Average </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Average </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Remaining </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Aggregate </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Number of </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Exercise </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Contractual </td> <td valign="bottom" style='padding:0'></td> <td colspan="2" valign="bottom" style='padding:0'> Intrinsic </td> </tr> <tr align="left"> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Warrants </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Shares </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Price </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Term </td> <td valign="bottom" style='padding:0in 0in 1.5pt 0in'></td> <td colspan="2" valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;padding:0'> Value </td> </tr> <tr align="left"> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'> Balance Outstanding, July 31, 2016 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 6,000,000 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 0.01 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 9.67 </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'> $ </td> <td valign="bottom" style='border:none;border-top:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> 1,860,000 </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'> Granted </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0'> Forfeited </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0'> Exercised </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'></td> <td valign="bottom" style='padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'> Expired </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> <td valign="bottom" style='background:#DBE5F1;padding:0in 0in 1.5pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:solid windowtext 1.0pt;background:#DBE5F1;padding:0'> -- </td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'> Balance Outstanding, January 31, 2017 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 6,000,000 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 0.01 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 9.16 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 2,200,000 </td> </tr> <tr align="left"> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> <td valign="bottom" style='border:none;background:#DBE5F1;padding:0'></td> </tr> <tr align="left"> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'> Exercisable, January 31, 2017 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 6,000,000 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 0.01 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 9.16 </td> <td valign="bottom" style='padding:0in 0in 4.0pt 0in'></td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> $ </td> <td valign="bottom" style='border:none;border-bottom:double windowtext 1.5pt;padding:0'> 2,200,000 </td> </tr> </table> </div>

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7500

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163643

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223742

103742

200000000

0.001

26287500

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Merchant Cash Advance Fund One Penalties and interest charged on unpaid payroll taxes Accrued expenses, current Supplemental cash flow information: Net cash provided by financing activities Net cash provided by financing activities Statement of Cash Flows Accumulated deficit Document and Entity Information: Warrants outstanding Related Party Transactions Disclosure Repayments under factoring arrangements Common stock, shares outstanding Common shares issued and outstanding Entity Central Index Key Document Period End Date Document Type Fair Value by Shareholders' Equity Class Accumulated depreciation of property and equipment Property, Plant and Equipment, Type Use of Estimates Total Current Assets Total Current Assets Amendment Flag Revenue Recognition Policy Property and Equipment, Disclosure Issuance of common stock for services Fair value of share-based compensation granted to employees and consultants as payment for services rendered or acknowledged claims. 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Document and Entity Information	6 Months Ended
Document and Entity Information	Jan. 31, 2017 shares
Document and Entity Information:
Entity Registrant Name	GRASSHOPPER STAFFING, INC.
Document Type	10-Q
Document Period End Date	Jan. 31, 2017
Amendment Flag	false
Entity Central Index Key	0001584693
Current Fiscal Year End Date	--07-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Entity Common Stock, Shares Outstanding	26,287,500
Trading Symbol	tckf

XML 11 R2.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Balance Sheets - USD ($)	Jan. 31, 2017	Jul. 31, 2016
Current Assets
Cash and cash equivalents	$ 1,785
Accounts receivable, net	13,727	$ 15,929
Prepaid expenses and other current assets	686	5,474
Total Current Assets	16,198	21,403
Other Assets
Property and equipment, net	3,734	4,217
Intangible assets, net	1,667	2,507
Total Other Assets	5,401	6,724
Total Assets	21,599	28,127
Current Liabilities
Accounts payable and accrued expenses	53,149	54,041
Accounts payable and accrued expenses - related party	223,742	103,742
Payroll related liabilities	70,263	51,618
Due to others	6,704	2,854
Due to related party	163,643	121,935
Factoring arrangement	13,171	25,022
Total Current Liabilities	530,672	359,212
Total Liabilities	530,672	359,212
Stockholders' Equity (Deficit)
Common stock value	26,288	26,288
Additional paid-in capital	6,330,460	5,807,710
Accumulated deficit	(6,865,821)	(6,165,083)
Total Stockholders' Equity (Deficit)	(509,073)	(331,085)
Total Liabilities and Stockholders' Equity (Deficit)	$ 21,599	$ 28,127

XML 12 R3.htm IDEA: XBRL DOCUMENT

Balance Sheets (Parenthetical) - $ / shares	Jan. 31, 2017	Jul. 31, 2016
Balance Sheet
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	26,287,500	26,287,500
Common stock, shares outstanding	26,287,500	26,287,500

XML 13 R4.htm IDEA: XBRL DOCUMENT

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2017	Jan. 31, 2016	Jan. 31, 2017	Jan. 31, 2016
Income Statement
Revenues	$ 65,165	$ 148,791	$ 176,483	$ 245,058
Cost of sales	50,460	117,929	134,056	175,246
Gross profit	14,705	30,862	42,427	69,812
Selling, general and administrative
Professional fees	311,463	91,725	633,394	688,143
Payroll and related expenses	8,916	263,091	77,700	520,808
Selling, general and administrative expenses	9,996	14,050	27,950	29,180
Total selling, general and administrative	330,375	368,866	739,044	1,238,131
Income (loss) from operations	(315,670)	(338,004)	(696,617)	(1,168,319)
Other income (expense)
Interest expense	6,602	444	7,071	876
Other income			2,950
Total other income (expense)	(6,602)	(444)	(4,121)	(876)
Net income (loss)	$ (322,272)	$ (338,448)	$ (700,738)	$ (1,169,195)
Net income (loss) per common share - basic	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.07)
Weighted average number of common shares outstanding - basic and diluted	26,287,500	17,887,500	26,287,500	17,696,739

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Condensed Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
	Jan. 31, 2017	Jan. 31, 2016
Cash Flows used in Operating Activities
Net income (loss)	$ (700,738)	$ (1,169,195)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,323	1,323
Revenue factoring expense	8,744
Amortization of deferred stock compensation	58,083	460,567
Issuance of common stock for services		496,113
Issuance of common stock for services - related party	464,667
Other income	2,950
Fair value of warrants issued for services		127,609
Changes in operating assets and liabilities:
Increase (decrease) in accounts receivable	2,202	(22,158)
Increase (decrease) in prepaid expenses and other current assets	4,788	1,994
(Increase) decrease in accounts payable and accrued expenses	708	30,633
(Increase) decrease in accounts payable and accrued expenses - related party	120,000
(Increase) decrease in payroll related liabilities	18,645
Net cash used in operating activities	(24,528)	(73,114)
Cash Flows from Financing Activities
Proceeds from issuance of stock		17,500
Proceeds from third party loans	3,850	2,854
Proceeds from shareholder loans	53,658	50,604
Payment of shareholder loans	10,600	5,300
Advances under factoring arrangements	8,746
Repayments under factoring arrangements	29,341
Net cash provided by financing activities	26,313	65,658
Net increase (decrease) in cash during the period	1,785	(7,456)
Cash, beginning of period		17,617
Cash, end of period	1,785	10,161
Supplemental cash flow information:
Cash paid for interest
Cash paid for taxes

XML 15 R6.htm IDEA: XBRL DOCUMENT

Organization and Nature of Operations

6 Months Ended

Jan. 31, 2017

Notes

Organization and Nature of Operations

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Grasshopper Staffing Inc (the “Company”), formally Tomichi Creek Outfitters, was formed in the state of Nevada on June 25, 2013 and its year-end is July 31.

Grasshopper Colorado was founded as a solution to the staffing needs presented in the blossoming cannabis industry in Colorado.

XML 16 R7.htm IDEA: XBRL DOCUMENT

Seasonal Nature of Operations

6 Months Ended

Jan. 31, 2017

Notes

Seasonal Nature of Operations

NOTE 2 - SEASONAL NATURE OF OPERATIONS

XML 17 R8.htm IDEA: XBRL DOCUMENT

Going Concern

6 Months Ended

Jan. 31, 2017

Notes

Going Concern

NOTE 3 - GOING CONCERN

XML 18 R9.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies

6 Months Ended

Jan. 31, 2017

Notes

Summary of Significant Accounting Policies

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Accounts Receivable

Property and Equipment

Intangible Assets

Fair Value of Financial Instruments

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Revenue Recognition

· Persuasive evidence for an agreement exists;

· Service has been provided;

· The fee is fixed or determinable; and,

· Collection is reasonably assured.

Basic Net Loss Per Common Share

Stock Based Compensation

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to Non-Employees.”

Income Taxes

Recent Accounting Pronouncements

XML 19 R10.htm IDEA: XBRL DOCUMENT

Property and Equipment, Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Property and Equipment, Disclosure

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at January 31, 2017 and July 31, 2016:

	January 31, 2017		July 31, 2016
Computer equipment	$	2,643	$	2,644
Furniture and fixtures		3,007		3,007
Subtotal		5,650		5,650
Less: accumulated depreciation		(1,916)		(1,434)
Total property and equipment, net	$	3,734	$	4,217

Depreciation expense for the six months ended January 31, 2017 and 2016 was $483 and $483 respectively.

XML 20 R11.htm IDEA: XBRL DOCUMENT

Intangible Assets, Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Intangible Assets, Disclosure

NOTE 6 - INTANGIBLE ASSETS

Intangible assets consisted of the following at January 31, 2017 and July 31, 2016:

	January 31, 2017		July 31, 2016
Website development	$	5,000	$	5,000
Less: accumulated amortization		(3,333)		(2,493)
Total intangible assets, net	$	1,667	$	2,507

Amortization expense for the six months ended January 31, 2017 and 2016 was $840 and $840 respectively.

XML 21 R12.htm IDEA: XBRL DOCUMENT

Accounts Payable and Accrued Expenses, Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Accounts Payable and Accrued Expenses, Disclosure

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at January 31, 2017 and July 31, 2016:

	January 31, 2017		July 31, 2016
Accounts Payable	$	45,048	$	40,486
Accrued Expenses		--		1,600
Accrued Payroll		8,101		10,951
Cash Overdraft		--		1,004
Total	$	53,149	$	54,041

XML 22 R13.htm IDEA: XBRL DOCUMENT

Payroll Liabilities Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Payroll Liabilities Disclosure

NOTE 8 - PAYROLL LIABILITIES

XML 23 R14.htm IDEA: XBRL DOCUMENT

Factoring Arrangements Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Factoring Arrangements Disclosure

NOTE 9 - FACTORING ARRANGEMENTS

XML 24 R15.htm IDEA: XBRL DOCUMENT

Concentrations, Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Concentrations, Disclosure

NOTE 10 - CONCENTRATIONS

Customer	Six Months Ended January 31, 2017		Six Months Ended January 31, 2016
A		31%		60%
B		10%		16%
C		12%		--

XML 25 R16.htm IDEA: XBRL DOCUMENT

Related Party Transactions Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Related Party Transactions Disclosure

NOTE 11 - RELATED PARTY TRANSACTIONS

XML 26 R17.htm IDEA: XBRL DOCUMENT

Capital Stock, Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Capital Stock, Disclosure

NOTE 12 - CAPITAL STOCK

Shares Issued for Services:

Warrants:

A summary of the Company’s warrant activity during the three months ended January 31, 2017 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, July 31, 2016		6,000,000	$	0.01		9.67	$	1,860,000
Granted		--		--		--		--
Forfeited		--		--		--		--
Exercised		--		--		--		--
Expired		--		--		--		--
Balance Outstanding, January 31, 2017		6,000,000	$	0.01		9.16	$	2,200,000

Exercisable, January 31, 2017		6,000,000	$	0.01		9.16	$	2,200,000

As of January 31, 2017, there are no options outstanding to acquire any additional shares of common stock of the Company.

XML 27 R18.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Commitments and Contingencies Disclosure

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Operating Leases

The company’s executive offices are located at 200 S Victoria Ave, Pueblo, Co 81003. The property is leased on a month to month basis with a monthly rental payment of $800.

XML 28 R19.htm IDEA: XBRL DOCUMENT

Subsequent Events Disclosure

6 Months Ended

Jan. 31, 2017

Notes

Subsequent Events Disclosure

NOTE 14 - SUBSEQUENT EVENTS

Related Party Advances

XML 29 R20.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Basis of Presentation (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Basis of Presentation

Basis of Presentation

XML 30 R21.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Use of Estimates (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Use of Estimates

Use of Estimates

XML 31 R22.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Accounts Receivable Policy

Accounts Receivable

- Definition

Disclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables.

+ References + Details

XML 32 R23.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Property and Equipment Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Property and Equipment Policy

Property and Equipment

XML 33 R24.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Intangible Assets Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Intangible Assets Policy

Intangible Assets

XML 34 R25.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Fair Value of Financial Instruments Policy

Fair Value of Financial Instruments

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

XML 35 R26.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Revenue Recognition Policy

Revenue Recognition

· Persuasive evidence for an agreement exists;

· Service has been provided;

· The fee is fixed or determinable; and,

· Collection is reasonably assured.

XML 36 R27.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Basic Net Loss Per Common Share Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Basic Net Loss Per Common Share Policy

Basic Net Loss Per Common Share

XML 37 R28.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Stock-based Compensation Policy

Stock Based Compensation

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to Non-Employees.”

XML 38 R29.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Income Taxes, Policy (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Income Taxes, Policy

Income Taxes

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

XML 39 R30.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

6 Months Ended

Jan. 31, 2017

Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

XML 40 R31.htm IDEA: XBRL DOCUMENT

Property and Equipment, Disclosure: Schedule of Property and Equipment (Tables)

6 Months Ended

Jan. 31, 2017

Tables/Schedules

Schedule of Property and Equipment

	January 31, 2017		July 31, 2016
Computer equipment	$	2,643	$	2,644
Furniture and fixtures		3,007		3,007
Subtotal		5,650		5,650
Less: accumulated depreciation		(1,916)		(1,434)
Total property and equipment, net	$	3,734	$	4,217

XML 41 R32.htm IDEA: XBRL DOCUMENT

Intangible Assets, Disclosure: Schedule of Intangible Assets (Tables)

6 Months Ended

Jan. 31, 2017

Tables/Schedules

Schedule of Intangible Assets

	January 31, 2017		July 31, 2016
Website development	$	5,000	$	5,000
Less: accumulated amortization		(3,333)		(2,493)
Total intangible assets, net	$	1,667	$	2,507

XML 42 R33.htm IDEA: XBRL DOCUMENT

Accounts Payable and Accrued Expenses, Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Jan. 31, 2017

Tables/Schedules

Schedule of Accounts Payable and Accrued Liabilities

	January 31, 2017		July 31, 2016
Accounts Payable	$	45,048	$	40,486
Accrued Expenses		--		1,600
Accrued Payroll		8,101		10,951
Cash Overdraft		--		1,004
Total	$	53,149	$	54,041

XML 43 R34.htm IDEA: XBRL DOCUMENT

Concentrations, Disclosure: Schedules of Customer Revenue Concentrations (Tables)

6 Months Ended

Jan. 31, 2017

Tables/Schedules

Schedules of Customer Revenue Concentrations

Customer	Six Months Ended January 31, 2017		Six Months Ended January 31, 2016
A		31%		60%
B		10%		16%
C		12%		--

XML 44 R35.htm IDEA: XBRL DOCUMENT

Capital Stock, Disclosure: Schedule of Company's Warrant Activities (Tables)

6 Months Ended

Jan. 31, 2017

Tables/Schedules

Schedule of Company's Warrant Activities

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, July 31, 2016		6,000,000	$	0.01		9.67	$	1,860,000
Granted		--		--		--		--
Forfeited		--		--		--		--
Exercised		--		--		--		--
Expired		--		--		--		--
Balance Outstanding, January 31, 2017		6,000,000	$	0.01		9.16	$	2,200,000

Exercisable, January 31, 2017		6,000,000	$	0.01		9.16	$	2,200,000

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

XML 45 R36.htm IDEA: XBRL DOCUMENT

Organization and Nature of Operations (Details)	12 Months Ended
Organization and Nature of Operations (Details)	Jul. 31, 2015 USD ($) shares
Details
Acquisition of subsidiary, value exchanged \| $	$ 10,651
Acquisition of subsidiary, shares issued \| shares	250,000

XML 46 R37.htm IDEA: XBRL DOCUMENT

Summary of Significant Accounting Policies: Accounts Receivable Policy (Details) - USD ($)	6 Months Ended
	Jan. 31, 2017	Jan. 31, 2016
Details
Bad debt written off against the allowance	$ 4,396	$ 4,395

XML 47 R38.htm IDEA: XBRL DOCUMENT

Property and Equipment, Disclosure: Schedule of Property and Equipment (Details) - USD ($)	Jan. 31, 2017	Jul. 31, 2016
Property and equipment, gross	$ 5,650	$ 5,650
Accumulated depreciation of property and equipment	(1,916)	(1,434)
Property and equipment, net	3,734	4,217
Computer Equipment
Property and equipment, gross	2,643	2,644
Furniture and Fixtures
Property and equipment, gross	$ 3,007	$ 3,007

XML 48 R39.htm IDEA: XBRL DOCUMENT

Property and Equipment, Disclosure (Details) - USD ($)	6 Months Ended
Property and Equipment, Disclosure (Details) - USD ($)	Jan. 31, 2017	Jan. 31, 2016
Details
Depreciation expense	$ 483	$ 483

XML 49 R40.htm IDEA: XBRL DOCUMENT

Intangible Assets, Disclosure: Schedule of Intangible Assets (Details) - USD ($)	Jan. 31, 2017	Jul. 31, 2016
Details
Website, gross	$ 5,000	$ 5,000
Accumulated amortization of website	(3,333)	(2,493)
Intangible assets, net	$ 1,667	$ 2,507

XML 50 R41.htm IDEA: XBRL DOCUMENT

Intangible Assets, Disclosure (Details) - USD ($)	6 Months Ended
Intangible Assets, Disclosure (Details) - USD ($)	Jan. 31, 2017	Jan. 31, 2016
Details
Amortization expense	$ 840	$ 840

XML 51 R42.htm IDEA: XBRL DOCUMENT

Accounts Payable and Accrued Expenses, Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	Jan. 31, 2017	Jul. 31, 2016
Details
Accounts payable, current	$ 45,048	$ 40,486
Accrued expenses, current		1,600
Accrued payroll	8,101	10,951
Cash overdraft		1,004
Accounts payable and accrued expenses, current	$ 53,149	$ 54,041

XML 52 R43.htm IDEA: XBRL DOCUMENT

Payroll Liabilities Disclosure (Details) - USD ($)		6 Months Ended	12 Months Ended
Payroll Liabilities Disclosure (Details) - USD ($)	Feb. 10, 2017	Jan. 31, 2017	Jul. 31, 2016
Details
Payroll related liabilities		$ 70,263	$ 51,618
Payments of penalties and interest	$ 10,116
Penalties and interest charged on unpaid payroll taxes		$ 6,150	$ 9,539

XML 53 R44.htm IDEA: XBRL DOCUMENT

Factoring Arrangements Disclosure (Details) - USD ($)	6 Months Ended	12 Months Ended
Factoring Arrangements Disclosure (Details) - USD ($)	Jan. 31, 2017	Jul. 31, 2016
Advances under factoring arrangements	$ 8,746
Factoring arrangement	13,171	$ 25,022
Revenue factoring expense	8,744
TUV Investments LLC
Advances under factoring arrangements	8,857	20,000
Authorized daily debit withdrawal	$ 199
Percent of the Company's daily receipts	14.00%
Factoring arrangement	$ 12,448	13,143
Revenue factoring expense	8,360
Merchant Cash Advance Fund One
Advances under factoring arrangements		7,500
Authorized daily debit withdrawal	$ 108
Percent of the Company's daily receipts	5.00%
Factoring arrangement	$ 723
Samson Horus
Advances under factoring arrangements		$ 7,500
Authorized daily debit withdrawal	$ 108
Percent of the Company's daily receipts	5.00%

XML 54 R45.htm IDEA: XBRL DOCUMENT

Concentrations, Disclosure: Schedules of Customer Revenue Concentrations (Details)	6 Months Ended
	Jan. 31, 2017	Jan. 31, 2016
Customer A
Percentage of revenues	31.00%	60.00%
Customer B
Percentage of revenues	10.00%	16.00%
Customer C
Percentage of revenues	12.00%

XML 55 R46.htm IDEA: XBRL DOCUMENT

Related Party Transactions Disclosure (Details) - USD ($)	Jan. 31, 2017	Jul. 31, 2016
Details
Due to related party	$ 163,643	$ 121,935
Accounts payable and accrued expenses - related party	$ 223,742	$ 103,742

XML 56 R47.htm IDEA: XBRL DOCUMENT

Capital Stock, Disclosure (Details) - USD ($)	6 Months Ended		12 Months Ended
Capital Stock, Disclosure (Details) - USD ($)	Jan. 31, 2017	Jan. 31, 2016	Jul. 31, 2016	Jul. 31, 2015
Common shares authorized for issuance	200,000,000		200,000,000
Common stock par value	$ 0.001		$ 0.001
Common shares issued and outstanding	26,287,500		26,287,500
Common stock issued as compensation				3,175,000
Value of common stock issued as compensation				$ 1,301,750
Deferred stock compensation expense	$ 58,083	$ 460,567
Amortization of common stock issued for services - related party	464,667
Fair value of warrants issued for services		$ 127,609
Common stock issued to various employees and consultants
Deferred stock compensation expense	58,083
Consulting and advisory agreement - January 15, 2016
Value of common stock issued as compensation			$ 503,389
Monthly compensation	20,000
Common stock issued for services			8,000,000
Amortization of common stock issued for services - related party	$ 464,667
Compensation owed to Acorn Management Partners, LLC
Warrants issued in satisfaction of compensation owed			6,000,000
Amount of compensation satisfied with warrant issuance			$ 6,000
Consulting agreement with Caro Capital LLC
Fair value of warrants issued for services			$ 3,200,000

XML 57 R48.htm IDEA: XBRL DOCUMENT

Capital Stock, Disclosure: Schedule of Company's Warrant Activities (Details) - shares	Jan. 31, 2017	Jul. 31, 2016
Compensation owed to Acorn Management Partners, LLC
Warrants outstanding	6,000,000	6,000,000

XML 58 R49.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies Disclosure (Details)	Jan. 31, 2017 USD ($)
Details
Monthly rental payments for executive offices	$ 800

XML 59 R50.htm IDEA: XBRL DOCUMENT

Subsequent Events Disclosure (Details) - USD ($)	6 Months Ended		7 Months Ended
Subsequent Events Disclosure (Details) - USD ($)	Jan. 31, 2017	Jan. 31, 2016	Sep. 08, 2017
Details
Proceeds from related party advances	$ 53,658	$ 50,604	$ 46,051