10-Q

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, 2018

OR

[  ]  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: 001-36564

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.)

3847 River Vista Way

Louisville, TN  37777

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (865) 719-8160

__________________________________

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (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]

i

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,” “smaller reporting company” and “emerging growth 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	[X]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]  No [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 March 19, 2018, 32,487,500 shares of common stock of the registrant were issued and outstanding.

ii

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.	7
Item 4. Controls and Procedures.	7
PART II - OTHER INFORMATION	8
Item 1. Legal Proceedings.	8
Item 1A.  Risk Factors.	8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3. Defaults Upon Senior Securities.	8
Item 4. Mine Safety Disclosures.	8
Item 5. Other Information.	8
Item 6. Exhibits.	9
SIGNATURES	10

iii

Unless the context clearly indicates otherwise, when used in this report, the term “us, “we,” “ours,” and the “Company” means Grasshopper Staffing, Inc., Nevada corporation, and our subsidiaries Grasshopper Staffing, Inc., a Colorado corporation (“Grasshopper Colorado”) and IndeLiving Holdings, Inc., a Florida corporation (“IndeLiving”).

Special Note Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains “forward-looking statements”. 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 Unaudited Condensed Consolidated Financial Statements	F-4

1

GRASSHOPPER STAFFING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	January 31,		July 31,
	2018		2017
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,968	$	2,565
Accounts receivable, net		27,154		42,950
Prepaid expenses and other current assets		4,430		800
Total Current Assets		36,552		46,315
Property and equipment, net		2,776		3,259
Intangible assets, net		-		840
		2,776		4,099
TOTAL ASSETS	$	39,328	$	50,414
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	119,203	$	84,951
Accounts payable and accrued expenses - related party		483,742		363,742
Payroll related liabilities		69,508		78,670
Due to others		41,354		14,204
Due to related party		191,427		183,077
Total Current Liabilities		905,234		724,644
TOTAL LIABILITIES		905,234		724,644
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, 2018 and July 31, 2017, respectively		26,288		26,288
Additional paid-in capital		7,259,793		6,795,126
Accumulated deficit		(8,151,987)		(7,495,644)
TOTAL STOCKHOLDERS' DEFICIT		(865,906)		(674,230)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	39,328	$	50,414

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 January 31,				For the Six Months Ended January 31,
	2018		2017		2018		2017
NET REVENUES
Contract staffing services	$	89,732	$	65,165	$	285,745	$	176,483
COST OF SERVICES
Cost of services		67,908		50,460		216,445		134,056
GROSS PROFIT		21,824		14,705		69,300		42,427
SELLING, GENERAL AND ADMINISTRATIVE
Professional fees		328,158		311,463		659,082		633,394
Payroll and related expenses		19,371		8,916		32,618		77,700
Selling, general and administrative expenses		10,346		9,996		26,672		27,950
TOTAL SELLING, GENERAL AND   ADMINISTRATIVE		357,875		330,375		718,372		739,044
LOSS FROM OPERATIONS		(336,051)		(315,670)		(649,072)		(696,617)
OTHER INCOME (EXPENSE)
Interest expense		(6,829)		(6,602)		(7,271)		(7,071)
Other income		-		-		-		2,950
TOTAL OTHER INCOME (EXPENSE)		(6,829)		(6,602)		(7,271)		(4,121)
NET LOSS	$	(342,880)	$	(322,272)	$	(656,343)	$	(700,738)
NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.03)
WEIGHTED AVERAGE NUMBER OF COMMON   SHARES OUTSTANDING
Basic and diluted		26,287,500		26,287,500		26,287,500		26,287,500

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,
	2018		2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(656,343)	$	(700,738)
Adjustments to reconcile loss to net cash used in   operating activities:
Depreciation and amortization expense		1,323		1,323
Provision for doubtful accounts		(9,115)		-
Revenue factoring expense		-		8,744
Amortization of deferred stock compensation, related parties		-		58,083
Issuance of common stock for services - related party		464,667		464,667
Other income		(1,600)		(2,950)
Changes in operating assets and liabilities:
Accounts receivable, net		24,911		2,202
Prepaid expenses and other current assets		(3,630)		4,788
Accounts payable and accrued expenses		35,852		708
Accounts payable and accrued expenses - related party		120,000		120,000
Payroll related liabilities		(9,162)		18,645
NET CASH USED IN OPERATING ACTIVITIES		(33,097)		(24,528)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from third party loans		27,150		3,850
Proceeds from shareholder loans		8,350		53,658
Payments of shareholder loans		-		(10,600)
Advances under factoring arrangements		-		8,746
Repayments under factoring arrangements		-		(29,341)
NET CASH PROVIDED BY  FINANCING ACTIVITIES		35,500		26,313
Net increase in cash and cash equivalents		2,403		1,785
Cash and cash equivalents, beginning of period		2,565		-
Cash and cash equivalents, end of period	$	4,968	$	1,785
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, 2018

(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, 2018, 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 six months ended January 31, 2018 and 2017 and cash flows for the six months ended January 31, 2018 and 2017 and our financial position as of January 31, 2018 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, 2018

(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, 2017, which are included in the Company’s annual report on Form 10-K filed on November 14, 2017. The July 31, 2017 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, 2018 and July 31, 2017, the Company reserved $17,050 and $7,935, 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, 2018, 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, 2018

(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, 2018

(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, 2018 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, 2018 and July 31, 2017:

	January 31, 2018		July 31, 2017
Computer equipment	$	2,643	$	2,643
Furniture and fixtures		3,007		3,007
Subtotal		5,650		5,650
Less:  accumulated depreciation		(2,874)		(2,391)
Total property and equipment, net	$	2,776	$	3,259

Depreciation expense for the six months ended January 31, 2018 and 2017 was $483 and $483 respectively.

NOTE 6 - INTANGIBLE ASSETS

Intangible assets consisted of the following at January 31, 2018 and July 31, 2017:

	January 31, 2018		July 31, 2017
Website development	$	5,000	$	5,000
Less: accumulated amortization		(5,000)		(4,160)
Total intangible assets, net	$	-	$	840

Amortization expense for the six months ended January 31, 2018 and 2017 was $840 and $840 respectively.

F-7

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at January 31, 2018 and July 31, 2017:

	January 31, 2018		July 31, 2017
Accounts Payable	$	107,061	$	61,344
Accrued Expenses		--		6,000
Accrued Payroll		12,142		17,607
Total	$	119,203	$	84,951

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.

As of January 31, 2018, the past due balance due to the tax authorities, including penalties, interest, and fees, totaled $69,508. The original unpaid payroll taxes to the IRS for these periods totaled approximately $39,000 and the related accrued penalties and interest as of January 31, 2018 totaled approximately $23,000.  The remaining $7,000 relates to current payroll tax obligations.  On March 14, 2018 the Company paid $63,000 to the IRS in full satisfaction of the past due liabilities and the balance of the payment was applied to current liabilities.  (See Note 13).

NOTE 9 - 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, 2018 and 2017. At January 31, 2018, three customers accounted for 43% of the Company’s total revenue.

Customer	Six Months Ended January 31, 2018		Six Months Ended January 31, 2017
A		17%		31%
B		14%		10%
C		12%		12%

NOTE 10 - 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, 2018 and July 31, 2017, members of management have loaned the Company $191,427 and $183,077, 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 11).  As of January 31, 2018 and July 31, 2017, the Company has accrued $483,742 and $363,742, 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.

F-8

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

NOTE 11 - 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, 2018 and July 31, 2017, the Company had 26,287,500 and 26,287,500 common shares issued and outstanding, respectively.

Shares Issued for Services:

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. As of July 31, 2017, the Company recorded $1,432,722 in consulting expense related to this agreement. During the six months ended January 31, 2018 the Company amortized an additional $464,667 leaving an unamortized balance of $890,611 as of January 31, 2018.

Warrants:

A summary of the Company’s warrant activity during the six months ended January 31, 2018 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, July 31, 2017		6,000,000	$	0.01		8.67	$	2,040,000
Granted		--		--		--		--
Forfeited		--		--		--		--
Exercised		--		--		--		--
Expired		--		--		--		--
Balance Outstanding, January 31, 2018		6,000,000	$	0.01		8.16	$	7,800,000
Exercisable, January 31, 2018		6,000,000	$	0.01		8.16	$	7,800,000

On February 21, 2018, the Company executed an agreement with Acorn pursuant to which the 6,000,000 warrants Acorn was issued in the March 29, 2016 agreement were automatically converted into 1,000,000 restricted shares of the Company’s common stock (See Note 13).

As of January 31, 2018, there are no options outstanding to acquire any additional shares of common stock of the Company.

NOTE 12 - 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.

F-9

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

NOTE 12 - COMMITMENTS AND CONTINGENCIES (continued)

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 was leased on a month to month basis through August 31, 2017 with a monthly rental payment of $800.  On September 1, 2017, the Company entered into a new one-year lease agreement for $900 per month effective September 1, 2017 through August 31, 2018.

NOTE 13 - 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:

Acorn Management Transaction

On February 21, 2018 we entered into a letter agreement with Acorn Management Partners, LLC pursuant to which it converted warrants to purchase 6,000,000 shares of our common stock held by it into 1,000,000 shares of our common stock, which such inclusion also included full satisfaction of all amounts we may have owed Acorn Management Partners, LLC for amounts due or any contractual obligations.  

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 $525 has been loaned to the Company. These loans are payable on demand and carry no interest (See Note 10).

Share Exchange Agreement

On March 13, 2018, the Company entered into a Share Exchange Agreement with IndeLiving Holdings, Inc., a Florida corporation (“IndeLiving”), and the shareholders of IndeLiving pursuant to which the Company acquired 100% of the outstanding capital stock of IndeLiving from its shareholders in exchange for an aggregate of 5,200,000 shares of the Company’s common stock, valued at approximately $6,968,000.

Change in Control

Concurrent with the closing of the Share Exchange Agreement with IndeLiving, a change of control of the Company has occurred.  Mr. Scott M. Boruff, was appointed the Company’s sole officer as Chief Executive Officer and Director at closing.  Jeremy Gindro resigned as a member of our Board of Directors and Melanie Osterman, who had previously served as the Company’s President, resigned as an officer of the company, but remains an officer and employee of the Grasshopper Staffing subsidiary.

F-10

GRASSHOPPER STAFFING, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2018

(Unaudited)

NOTE 13 - SUBSEQUENT EVENTS (continued)

Employment Agreement and Issuance of Stock Options

On March 13, 2018 the Company entered into a three year Employment Agreement with Mr. Boruff to serve as its Chief Executive Officer.  He will be paid an annual salary of $300,000 and is entitled to discretionary bonuses as may be awarded from time to time by our Board of Directors.  As additional compensation he was granted stock options to purchase 2,500,000 shares of the Company’s common stock at an exercise price of $3.00 per share, which exceeded the fair market price of our common stock on the date of grant, vesting in four equal annual installments commencing on the grant date.

Securities Purchase Agreement

On March 13, 2018 the Company issued and sold $700,000 principal amount convertible promissory notes (the “Convertible Notes”) to 12 purchasers in a private transaction. The purchasers were accredited or otherwise sophisticated investors who had access to business and financial information on the Company.  The Company did not pay any commissions or finders fees in connection with the sale of the Convertible Notes.  The Company used approximately $63,000 of these proceeds to satisfy its outstanding payroll tax obligations to the IRS, and will use the balance for working capital.

The Convertible Notes are unsecured and will pay interest in cash at the rate of 5% per annum, in arrears, maturing one year from the date of issuance (the "Maturity Date").  The principal and accrued interest is convertible at any time prior to the Maturity Date at the option of the holder into shares of our common stock at a conversion price of $0.50 per share (the "Conversion Price").  At any time prior to the Maturity Date that we should conclude the sale of equity securities in a private offering (the “Qualified Private Offering Securities”) resulting in gross proceeds to us of at least $1,000,000 (a “Qualified Private Offering”), concurrent with the first closing of such Qualified Private Offering all principal and accrued interest due under the Convertible Note will automatically convert into shares of the our common stock at the Conversion Price.

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.

On March 2, 2015, we entered into a Business Acquisition Agreement under which we acquired the business and assets of Grasshopper Staffing, Inc., a Colorado corporation, 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.

On November 2, 2015 we filed a Certificate of Amendment to our Articles of Incorporation changing the name of our company to Grasshopper Staffing, Inc.

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.

Acquisition of IndeLiving

In March 2018 we acquired 100% of the outstanding capital stock of IndeLiving Holdings, Inc. in exchange for 5,200,000 shares of our common stock.  The terms of this transaction are described later in this report.  Founded in 2016 and based in Knoxville, Tennessee, IndeLiving has developed a health monitoring system for assisted living centers.  IndeLiving is an early stage company that uses proprietary technology to monitor seniors in real time by both care givers and family assist.  This monitoring technology assists seniors living independently or in an assisted living facility and their caregivers. The monitoring system is customized to the needs of the individual senior and, if applicable, to assisted living facility requirements. It provides real-time information to a monitoring stations at the assisted living facilities. It also can be set up to provide real time information via text, voice and email to family members or other caregivers. The residential model called “Inde Home” is a monitoring concept with custom modifications that can be applied to individual seniors in a variety of applications including Seniors living independently in their own home, with family members or in an assisted living or retirement community. For the year ended December 31, 2017 IndeLiving had gross revenues in 2017 of approximately $135,000.

Immediately prior to the closing of the share exchange, we raised $700,000 through the sale of one year convertible promissory notes, the terms of which are described later in this report.  We used approximately $63,000 of the proceeds to satisfy our 941 tax liabilities to the IRS in full, and will use the balance for working capital.

The acquisition of IndeLiving resulted in a change of control of our company.  Concurrent with the closing of this transaction, our then current officers and directors resigned and Mr. Scott M. Boruff, Chief Executive Officer of IndeLiving, was appointed our sole officer and director.  Ms. Osterman remains affiliated with our Grasshopper Colorado subsidiary and will continue to be responsible for its daily operations.  We have relocated our offices to Tennessee and expect that a significant portion of our business and operations in the future will be related to IndeLiving.

2

RESULTS OF OPERATIONS

Results of Operations

For the three months ended January 31, 2018 compared to 2017

Revenue

The Company had $89,732 and $65,165 of revenue during the three months ended January 31, 2018 and 2017, respectively. The increase of $24,567 was due to increased revenue achieved by contract staffing services in the three months ended January 31, 2018.

Cost of Services

Cost of services was $67,908 in the three months ended January 31, 2018, an increase of $17,448 from $50,460 in the three months ended January 31, 2017.  The increase is primarily due to the cost of hiring additional workers in the three months ended January 31, 2018.

Gross Profit

The Company had a gross profit of $21,824 in the three months ended January 31, 2018, which is an increase of $7,119 from a gross profit of $14,705 in the three months ended January 31, 2017.  The increase is primarily due to the increase in revenue in the three months ended January 31, 2018.

General and Administrative Expenses

The Company’s general and administrative expenses were incurred in the amounts of $357,875 and $330,375 for the three months ended January 31, 2018 and 2017, respectively. This increase of $27,500 was primarily due to the increase in payroll and professional fees during the three months ended January 31, 2018.

Net Loss

The comparable net loss for the three months ended January 31, 2018 was $342,880 as compared to the net loss of $322,272 for the three months ended January 31, 2017. This increased net loss of $20,608 was primarily due to the increase in professional fees and payroll during the three months ended January 31, 2018.

For the six months ended January 31, 2018 compared to 2017

Revenue

The Company had $285,745 and $176,483 of revenue during the six months ended January 31, 2018 and 2017, respectively. The increase of $109,262 was due to increased revenue achieved by contract staffing services in the six months ended January 31, 2018.

Cost of Services

Cost of services was $216,445 in the six months ended January 31, 2018, an increase of $82,389 from $134,056 in the six months ended January 31, 2017.  The increase is primarily due to the cost of hiring additional workers in the six months ended January 31, 2018.

Gross Profit

The Company had a gross profit of $69,300 in the six months ended January 31, 2018, which is an increase of $26,873 from a gross profit of $42,427 in the six months ended January 31, 2017.  The increase is primarily due to the increase in revenue in the six months ended January 31, 2018.

3

General and Administrative Expenses

The Company’s general and administrative expenses were incurred in the amounts of $718,372 and $739,044 for the six months ended January 31, 2018 and 2017, respectively. This decrease of $20,672 was primarily due to the decrease in payroll offset by an increase in professional fees during the six months ended January 31, 2018.

Net Loss

The comparable net loss for the six months ended January 31, 2018 was $656,343, as compared to the net loss of $700,738 for the six months ended January 31, 2017. This decreased net loss of $44,395 was primarily due to the increase in revenue and the reduction of payroll expenses during the six months ended January 31, 2018.

Liquidity and Capital Resources

Working Capital

	January 31, 2018 (unaudited)		July 31, 2017 (audited)
Current Assets	$	36,552	$	46,315
Current Liabilities		905,234		724,644
Working Capital (Deficiency)	$	(868,682)	$	(678,329)

Current assets for the six months ended January 31, 2018 decreased compared to the year ended July 31, 2017, primarily due to a decrease in accounts receivable in the six months ended January 31, 2018.

Current liabilities for the six months ended January 31, 2018 increased compared to the year ended July 31, 2017 primarily due to an increase in  the related party accrual of consulting fees for Platinum Equity Advisors, LLC of $120,000, and an increase in third party loans of approximately $20,000 for the period ending January 31, 2018.  Concurrent with the closing of the acquisition of IndeLiving, the advisory agreement with Platinum Equity Advisors, LLC, an entity managed by Mr. Boruff, was terminated.

Net Cash Used in Operating Activities

Net cash used in operations was $33,097 for the six months ended January 31, 2018 compared to cash used in operations of $24,528 for the six months ended January 31, 2017. This increase was primarily attributable to a decrease in net loss along with a decrease in amortization expense of approximately $58,000 related to the amortization of deferred stock compensation, related party and a decrease in payroll liabilities of approximately $34,000 offset by an increase in accounts payable in the six months ended January 31, 2018.

Net Cash Provided by Financing Activities

Cash flows provided by financing activities for the six months ended January 31, 2018 were $35,500 compared to $26,313 for six months ended January 31, 2017. This increase is primarily attributed to an increase in proceeds from third party loans of approximately $23,000 offset by a decrease in repayments of factoring agreements of approximately $29,000 and a decrease in proceeds from shareholder loans of approximately $43,000 during the six months ended January 31, 2018.

Going Concern Qualification

As at January 31, 2018, the Company has an accumulated deficit of $8,151,987, a negative working capital deficit of $868,682 and has 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, 2017 and 2016. 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.

4

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.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

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, 2018 and July 31, 2017, the Company wrote off $17,050 and $7,935, 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, 2018, no revision to the remaining amortization period of the intangible assets was made.

5

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.”

6

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, 2018, 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.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of January 31, 2018.

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.

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 who also serves as our principal financial and accounting 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 as a result of continuing weaknesses in our internal control over financial reporting as described in our Annual Report on Form 10-K for the year ended July 31, 2017.  Following the change of control of our company in March 2018 as described elsewhere herein, we expect to remediate those material weaknesses in our internal control over financial reporting prior to the end of fiscal 2018.  

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 Securities Exchange Act of 1934, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7

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.

Not required for smaller reporting companies.

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

On February 21, 2018 we entered into a letter agreement with Acorn Management Partners, LLC pursuant to which it converted warrants to purchase 6,000,000 shares of our common stock held by it into 1,000,000 shares of our common stock, which such inclusion also included full satisfaction of all amounts we may have owed Acorn Management Partners, LLC for amounts due or any contractual obligations.  Acorn Management Partners, LLC is an accredited or otherwise sophisticated investor who had access to business and financial information on our company.  The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)(2) of that act.  

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 except as previously reported.

8

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
10.1	Share Exchange Agreement dated March 13, 2018 by and among Grasshopper Staffing, Inc., IndeLiving Holdings, Inc. and the shareholders of IndeLiving Holdings, Inc.  (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed on March 15, 2018)
10.2	Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed on March 15, 2018)
10.3	Employment Agreement dated March 13, 2018 by and between Grasshopper Staffing, Inc. and Scott M. Boruff (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed on March 15, 2018) ¥
10.4	Form of stock option dated March 13, 2018 granted to Scott M. Boruff (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed on March 15, 2018) ¥
10.5	Letter agreement dated February 14, 2018 by and between Grasshopper Staffing, Inc. and Acorn Management Partners, LLC *
31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Principal financial and accounting officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Chief Executive Officer and principal financial and accounting 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*

*    Filed herewith.

¥    Management compensation agreement.

9

SIGNATURES

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

	Grasshopper Staffing, Inc.
Date: March 19, 2018
	By: /s/ Scott M. Boruff
	Scott M. Boruff Executive Officer, principal financial and accounting officer

10

EX-10.5

200 S Victoria Ave.  Pueblo, CO 81003 719.569.7391

February 14, 2018

Gregory Lowe

President

Acorn Management Partners, LLC

4080 McGinnis Ferry Road, Suite 1101

Alpharetta, GA 30005

VIA Regular Mail and Electronic Mail

Re:  Agreement to Convert - Warrants

Mr. Lowe

You are being sent this letter (the “Letter Agreement”) as you are currently the holder of Warrant shares of Grasshopper Staffing, Inc. (the “Company”). Reference is made to the “Common Stock Purchase Warrant” issued March 29, 2016, to Acorn Management Partners, LLC (“Acorn”), whereby the Company issued to Acorn 6,000,000 warrants as satisfaction of $5,000 in compensation owed to Acorn pursuant to that certain “Professional Relations and Consulting Agreement dated August 3, 2015 (the “Transaction Documents”).

By executing and delivering this letter, you agree to accept shares of restricted common stock as described below as full compensation for all outstanding Warrant shares and any other amounts owed to you under any compensation associated with the Transaction Documents or any other agreements not referenced that may provide you with any rights to Warrant shares and include, but not limited to, any accrued dividends owed, Public Information Failure, and any penalties associated with the Company’s failure to meet its securities registration obligations. As of December 13, 2017, our records indicate that you have the right to 6,000,000 Warrant shares.

You will hereby agree to automatically convert upon your signing of this Letter Agreement (the “Automatic Warrant Conversion”), your 6,000,000 Warrant shares into 1,000,000 restricted shares of Common Stock. Within ten (10) business days of date of your signing this Letter Agreement, the Company shall send you instructions on surrendering to the Company your original Warrants, provided, however, the Automatic Warrant Conversion shall be effective on the signing of our Letter Agreement whether or not you surrender your original Warrants, which shall be null and void on such date.

By your agreement and acknowledgement below, this Letter Agreement shall serve as written confirmation that:

1.

You agree to the terms of the Automatic Warrant Conversion.

2.

You acknowledge and agree that upon the Automatic Warrant Conversion, the Warrants shall be cancelled.

By signing below, this Letter Agreement shall serve as written confirmation that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you deemed necessary) and agree to the terms and conditions of the Automatic Warrant Conversion as described herein. Upon the signing of this letter agreement, you understand that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may have to you with respect to your Warrant shares, including but not limited to, any registration rights associated with your Warrant share ownership.

This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement. In addition, you hereby represent that you meet the requirements of at least one of the suitability standards for an “accredited  investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended and that you have had  the opportunity to obtain any additional information, to the extent the Company has such information in its possession or could acquire it without unreasonable effort or expense, necessary in connection with the matters set forth in this Letter Agreement including, without limitation, information concerning the financial .condition, results of operations, capitalization and business of the Company deemed relevant by you or your advisors, if any, and all such requested information to the extent  the Company had such  information in its possession or could acquire it without unreasonable effort or expense, has been provided to your full satisfaction. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision of this Letter  Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

This letter evidences waiver by the undersigned with respect to any and all defaults or events of default by the Company with respect to any failure by the Company to comply with any covenants contained in the Transaction Documents including, but not limited to, any registration rights associated with your Warrant share ownership.

The parties hereby consent and agree that if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement.

***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK***

Please indicate confirmation of the terms provided herein by executing and returning this letter in the space provided below.

Very truly yours,

GRASSHOPPER STAFFING, INC.

By:  /s/ Melanie Osterman

Name: Melanie Osterman

Title: Chief Executive Officer

Date: 2/14/18

ACCEPTED AND AGREED:

(WARRANT HOLDER)

/s/ Gregory Lowe

Name: Gregory Lowe

Title: President

Date: 2/21/2018

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Scott M. Boruff, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q for the period ended January 31, 2018 of Grasshopper Staffing, Inc.

2.

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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer(s) 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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

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 report is being prepared;

(b)

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;

(c)

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; and

(d)

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 annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant's other certifying officer(s) 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 functions):

(a)

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

(b)

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

March 19, 2018 /s/ Scott M. Boruff Scott M. Boruff, Chief Executive Officer, principal executive officer

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Scott M. Boruff, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q for the period ended January 31, 2018 of Grasshopper Staffing, Inc.

2.

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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer(s) 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 control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

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 report is being prepared;

(b)

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;

(c)

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; and

(d)

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 annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant's other certifying officer(s) 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 functions):

(a)

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

(b)

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

March 19, 2018 /s/ Scott M. Boruff Scott M. Boruff, Chief Executive Officer, principal financial and accounting officer

EX-32.1

EXHIBIT 32.1

Section 1350 Certification

In connection with the Quarterly Report of Grasshopper Staffing, Inc.  (the “Company”) on Form 10-Q for the period ended January 31, 2018 as filed with the Securities and Exchange Commission (the “Report”), I, Scott M. Boruff, Chief Executive Officer, principal executive and principal financial and accounting officer of the Company, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 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, as amended, and
2.	The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

March 19, 2018 /s/ Scott M. Boruff Scott M. Boruff, Chief Executive Officer, principal executive officer, principal financial and accounting officer 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - shares	6 Months Ended
	Jan. 31, 2018	Mar. 19, 2018
Document and Entity Information:
Entity Registrant Name	GRASSHOPPER STAFFING, INC.
Document Type	10-Q
Document Period End Date	Jan. 31, 2018
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	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Entity Common Stock, Shares Outstanding		32,487,500
Trading Symbol	tckf

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Condensed Consolidated Balance Sheets - USD ($)	Jan. 31, 2018	Jul. 31, 2017
Current Assets
Cash and cash equivalents	$ 4,968	$ 2,565
Accounts receivable, net	27,154	42,950
Prepaid expenses and other current assets	4,430	800
Total Current Assets	36,552	46,315
Other Assets
Property and equipment, net	2,776	3,259
Intangible assets, net		840
Total Other Assets	2,776	4,099
Total Assets	39,328	50,414
Current Liabilities
Accounts payable and accrued expenses	119,203	84,951
Accounts payable and accrued expenses - related party	483,742	363,742
Payroll related liabilities	69,508	78,670
Due to others	41,354	14,204
Due to related party	191,427	183,077
Total Current Liabilities	905,234	724,644
Total Liabilities	905,234	724,644
Stockholders' Equity (Deficit)
Common stock value	26,288	26,288
Additional paid-in capital	7,259,793	6,795,126
Accumulated deficit	(8,151,987)	(7,495,644)
Total Stockholders' Equity (Deficit)	(865,906)	(674,230)
Total Liabilities and Stockholders' Equity (Deficit)	$ 39,328	$ 50,414

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Balance Sheets (Parenthetical) - $ / shares	Jan. 31, 2018	Jul. 31, 2017
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

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Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Jan. 31, 2018	Jan. 31, 2017
Income Statement
Revenues	$ 89,732	$ 65,165	$ 285,745	$ 176,483
Cost of sales	67,908	50,460	216,445	134,056
Gross profit	21,824	14,705	69,300	42,427
Selling, general and administrative
Professional fees	328,158	311,463	659,082	633,394
Payroll and related expenses	19,371	8,916	32,618	77,700
Selling, general and administrative expenses	10,346	9,996	26,672	27,950
Total selling, general and administrative	357,875	330,375	718,372	739,044
Income (loss) from operations	(336,051)	(315,670)	(649,072)	(696,617)
Other income (expense)
Interest expense	6,829	6,602	7,271	7,071
Other income				2,950
Total other income (expense)	(6,829)	(6,602)	(7,271)	(4,121)
Net income (loss)	$ (342,880)	$ (322,272)	$ (656,343)	$ (700,738)
Net income (loss) per common share - basic	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.03)
Weighted average number of common shares outstanding - basic and diluted	26,287,500	26,287,500	26,287,500	26,287,500

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Condensed Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Cash Flows used in Operating Activities
Net income (loss)	$ (656,343)	$ (700,738)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,323	1,323
Provision for doubtful accounts	9,115
Revenue factoring expense		8,744
Amortization of deferred stock compensation		58,083
Issuance of common stock for services - related party	464,667	464,667
Other income	1,600	2,950
Changes in operating assets and liabilities:
Increase (decrease) in accounts receivable	24,911	2,202
Increase (decrease) in prepaid expenses and other current assets	(3,630)	4,788
(Increase) decrease in accounts payable and accrued expenses	35,852	708
(Increase) decrease in accounts payable and accrued expenses - related party	120,000	120,000
(Increase) decrease in payroll related liabilities	(9,162)	18,645
Net cash used in operating activities	(33,097)	(24,528)
Cash Flows from Financing Activities
Proceeds from third party loans	27,150	3,850
Proceeds from shareholder loans	8,350	53,658
Payment of shareholder loans		10,600
Advances under factoring arrangements		8,746
Repayments under factoring arrangements		29,341
Net cash provided by financing activities	35,500	26,313
Net increase (decrease) in cash during the period	2,403	1,785
Cash, beginning of period	2,565
Cash, end of period	4,968	1,785
Supplemental cash flow information:
Cash paid for interest
Cash paid for taxes

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Organization and Nature of Operations

6 Months Ended

Jan. 31, 2018

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.

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.

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Seasonal Nature of Operations

6 Months Ended

Jan. 31, 2018

Notes

Seasonal Nature of Operations

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, 2018, are not necessarily representative of the results of operations for the full year.

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Going Concern

6 Months Ended

Jan. 31, 2018

Notes

Going Concern

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.

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Summary of Significant Accounting Policies

6 Months Ended

Jan. 31, 2018

Notes

Summary of Significant Accounting Policies

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 six months ended January 31, 2018 and 2017 and cash flows for the six months ended January 31, 2018 and 2017 and our financial position as of January 31, 2018 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, 2017, which are included in the Company’s annual report on Form 10-K filed on November 14, 2017. The July 31, 2017 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, 2018 and July 31, 2017, the Company reserved $17,050 and $7,935, 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, 2018, 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, 2018 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.

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Property and Equipment Disclosure

6 Months Ended

Jan. 31, 2018

Notes

Property and Equipment Disclosure

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at January 31, 2018 and July 31, 2017:

	January 31, 2018		July 31, 2017
Computer equipment	$	2,643	$	2,643
Furniture and fixtures		3,007		3,007
Subtotal		5,650		5,650
Less:  accumulated depreciation		(2,874)		(2,391)
Total property and equipment, net	$	2,776	$	3,259

Depreciation expense for the six months ended January 31, 2018 and 2017 was $483 and $483 respectively.

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Intangible Assets Disclosures

6 Months Ended

Jan. 31, 2018

Notes

Intangible Assets Disclosures

NOTE 6 - INTANGIBLE ASSETS

Intangible assets consisted of the following at January 31, 2018 and July 31, 2017:

	January 31, 2018		July 31, 2017
Website development	$	5,000	$	5,000
Less: accumulated amortization		(5,000)		(4,160)
Total intangible assets, net	$	--	$	840

Amortization expense for the six months ended January 31, 2018 and 2017 was $840 and $840 respectively.

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Accounts Payable and Accrued Expenses Disclosure

6 Months Ended

Jan. 31, 2018

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, 2018 and July 31, 2017:

	January 31, 2018		July 31, 2017
Accounts Payable	$	107,061	$	61,344
Accrued Expenses		--		6,000
Accrued Payroll		12,142		17,607
Total	$	119,203	$	84,951

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Payroll Liabilities Disclosure

6 Months Ended

Jan. 31, 2018

Notes

Payroll Liabilities Disclosure

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.

As of January 31, 2018, the past due balance due to the tax authorities, including penalties, interest, and fees, totaled $69,508. The original unpaid payroll taxes to the IRS for these periods totaled approximately $39,000 and the related accrued penalties and interest as of January 31, 2018 totaled approximately $23,000. The remaining $7,000 relates to current payroll tax obligations. On March 14, 2018 the Company paid $63,000 to the IRS in full satisfaction of the past due liabilities and the balance of the payment was applied to current liabilities. (See Note 13).

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Concentrations Disclosure

6 Months Ended

Jan. 31, 2018

Notes

Concentrations Disclosure

NOTE 9 - 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, 2018 and 2017. At January 31, 2018, three customers accounted for 43% of the Company’s total revenue.

Customer	Six Months Ended January 31, 2018		Six Months Ended January 31, 2017
A		17%		31%
B		14%		10%
C		12%		12%

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Related Party Transactions Disclosure

6 Months Ended

Jan. 31, 2018

Notes

Related Party Transactions Disclosure

NOTE 10 - 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, 2018 and July 31, 2017, members of management have loaned the Company $191,427 and $183,077, 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 11).  As of January 31, 2018 and July 31, 2017, the Company has accrued $483,742 and $363,742, 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.

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Capital Stock Disclosure

6 Months Ended

Jan. 31, 2018

Notes

Capital Stock Disclosure

NOTE 11 - 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, 2018 and July 31, 2017, the Company had 26,287,500 and 26,287,500 common shares issued and outstanding, respectively.

Shares Issued for Services:

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. As of July 31, 2017, the Company recorded $1,432,722 in consulting expense related to this agreement. During the six months ended January 31, 2018 the Company amortized an additional $464,667 leaving an unamortized balance of $890,611 as of January 31, 2018.

Warrants:

A summary of the Company’s warrant activity during the six months ended January 31, 2018 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, July 31, 2017		6,000,000	$	0.01		8.67	$	2,040,000
Granted		--		--		--		--
Forfeited		--		--		--		--
Exercised		--		--		--		--
Expired		--		--		--		--
Balance Outstanding, January 31, 2018		6,000,000	$	0.01		8.16	$	7,800,000
Exercisable, January 31, 2018		6,000,000	$	0.01		8.16	$	7,800,000

On February 21, 2018, the Company executed an agreement with Acorn pursuant to which the 6,000,000 warrants Acorn was issued in the March 29, 2016 agreement were automatically converted into 1,000,000 restricted shares of the Company’s common stock (See Note 13).

As of January 31, 2018, there are no options outstanding to acquire any additional shares of common stock of the Company.

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Commitments and Contingencies Disclosure

6 Months Ended

Jan. 31, 2018

Notes

Commitments and Contingencies Disclosure

NOTE 12 - 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 was leased on a month to month basis through August 31, 2017 with a monthly rental payment of $800. On September 1, 2017, the Company entered into a new one-year lease agreement for $900 per month effective September 1, 2017 through August 31, 2018.

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Subsequent Events Disclosure

6 Months Ended

Jan. 31, 2018

Notes

Subsequent Events Disclosure

NOTE 13 - 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:

Acorn Management Transaction

On February 21, 2018 we entered into a letter agreement with Acorn Management Partners, LLC pursuant to which it converted warrants to purchase 6,000,000 shares of our common stock held by it into 1,000,000 shares of our common stock, which such inclusion also included full satisfaction of all amounts we may have owed Acorn Management Partners, LLC for amounts due or any contractual obligations.

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 $525 has been loaned to the Company. These loans are payable on demand and carry no interest (See Note 10).

Share Exchange Agreement

On March 13, 2018, the Company entered into a Share Exchange Agreement with IndeLiving Holdings, Inc., a Florida corporation (“IndeLiving”), and the shareholders of IndeLiving pursuant to which the Company acquired 100% of the outstanding capital stock of IndeLiving from its shareholders in exchange for an aggregate of 5,200,000 shares of the Company’s common stock, valued at approximately $6,968,000.

Change in Control

Concurrent with the closing of the Share Exchange Agreement with IndeLiving, a change of control of the Company has occurred. Mr. Scott M. Boruff, was appointed the Company’s sole officer as Chief Executive Officer and Director at closing.  Jeremy Gindro resigned as a member of our Board of Directors and Melanie Osterman, who had previously served as the Company’s President, resigned as an officer of the company, but remains an officer and employee of the Grasshopper Staffing subsidiary.

Employment Agreement and Issuance of Stock Options

On March 13, 2018 the Company entered into a three year Employment Agreement with Mr. Boruff to serve as its Chief Executive Officer. He will be paid an annual salary of $300,000 and is entitled to discretionary bonuses as may be awarded from time to time by our Board of Directors. As additional compensation he was granted stock options to purchase 2,500,000 shares of the Company’s common stock at an exercise price of $3.00 per share, which exceeded the fair market price of our common stock on the date of grant, vesting in four equal annual installments commencing on the grant date.

Securities Purchase Agreement

On March 13, 2018 the Company issued and sold $700,000 principal amount convertible promissory notes (the “Convertible Notes”) to 12 purchasers in a private transaction. The purchasers were accredited or otherwise sophisticated investors who had access to business and financial information on the Company. The Company did not pay any commissions or finders fees in connection with the sale of the Convertible Notes. The Company used approximately $63,000 of these proceeds to satisfy its outstanding payroll tax obligations to the IRS, and will use the balance for working capital.

The Convertible Notes are unsecured and will pay interest in cash at the rate of 5% per annum, in arrears, maturing one year from the date of issuance (the "Maturity Date").  The principal and accrued interest is convertible at any time prior to the Maturity Date at the option of the holder into shares of our common stock at a conversion price of $0.50 per share (the "Conversion Price"). At any time prior to the Maturity Date that we should conclude the sale of equity securities in a private offering (the “Qualified Private Offering Securities”) resulting in gross proceeds to us of at least $1,000,000 (a “Qualified Private Offering”), concurrent with the first closing of such Qualified Private Offering all principal and accrued interest due under the Convertible Note will automatically convert into shares of the our common stock at the Conversion Price.

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

6 Months Ended

Jan. 31, 2018

Policies

Basis of Presentation

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 six months ended January 31, 2018 and 2017 and cash flows for the six months ended January 31, 2018 and 2017 and our financial position as of January 31, 2018 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, 2017, which are included in the Company’s annual report on Form 10-K filed on November 14, 2017. The July 31, 2017 balance sheet is derived from those statements.

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

6 Months Ended

Jan. 31, 2018

Policies

Use of Estimates

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.

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

6 Months Ended

Jan. 31, 2018

Policies

Accounts Receivable Policy

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, 2018 and July 31, 2017, the Company reserved $17,050 and $7,935, respectively to the allowance.

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

6 Months Ended

Jan. 31, 2018

Policies

Property and Equipment Policy

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.

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

6 Months Ended

Jan. 31, 2018

Policies

Intangible Assets Policy

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, 2018, no revision to the remaining amortization period of the intangible assets was made.

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

6 Months Ended

Jan. 31, 2018

Policies

Fair Value of Financial Instruments Policy

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.

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

6 Months Ended

Jan. 31, 2018

Policies

Revenue Recognition Policy

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.

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

6 Months Ended

Jan. 31, 2018

Policies

Basic Net Loss Per Common Share Policy

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.

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

6 Months Ended

Jan. 31, 2018

Policies

Stock-based Compensation Policy

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.”

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

6 Months Ended

Jan. 31, 2018

Policies

Income Taxes Policy

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, 2018 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

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

6 Months Ended

Jan. 31, 2018

Policies

Recent Accounting Pronouncements

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.

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

6 Months Ended

Jan. 31, 2018

Tables/Schedules

Schedule of Property and Equipment

	January 31, 2018		July 31, 2017
Computer equipment	$	2,643	$	2,643
Furniture and fixtures		3,007		3,007
Subtotal		5,650		5,650
Less:  accumulated depreciation		(2,874)		(2,391)
Total property and equipment, net	$	2,776	$	3,259

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Intangible Assets Disclosures: Schedule of Intangible Assets (Tables)

6 Months Ended

Jan. 31, 2018

Tables/Schedules

Schedule of Intangible Assets

	January 31, 2018		July 31, 2017
Website development	$	5,000	$	5,000
Less: accumulated amortization		(5,000)		(4,160)
Total intangible assets, net	$	--	$	840

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

6 Months Ended

Jan. 31, 2018

Tables/Schedules

Schedule of Accounts Payable and Accrued Liabilities

	January 31, 2018		July 31, 2017
Accounts Payable	$	107,061	$	61,344
Accrued Expenses		--		6,000
Accrued Payroll		12,142		17,607
Total	$	119,203	$	84,951

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Concentrations Disclosure: Schedules of Customer Revenue Concentrations (Tables)

6 Months Ended

Jan. 31, 2018

Tables/Schedules

Schedules of Customer Revenue Concentrations

Customer	Six Months Ended January 31, 2018		Six Months Ended January 31, 2017
A		17%		31%
B		14%		10%
C		12%		12%

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

6 Months Ended

Jan. 31, 2018

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, 2017		6,000,000	$	0.01		8.67	$	2,040,000
Granted		--		--		--		--
Forfeited		--		--		--		--
Exercised		--		--		--		--
Expired		--		--		--		--
Balance Outstanding, January 31, 2018		6,000,000	$	0.01		8.16	$	7,800,000
Exercisable, January 31, 2018		6,000,000	$	0.01		8.16	$	7,800,000

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

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Summary of Significant Accounting Policies: Accounts Receivable Policy (Details) - USD ($)	Jan. 31, 2018	Jul. 31, 2017
Details
Bad debt reserves	$ 17,050	$ 7,935

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Property and Equipment Disclosure: Schedule of Property and Equipment (Details) - USD ($)	Jan. 31, 2018	Jul. 31, 2017
Property and equipment, gross	$ 5,650	$ 5,650
Accumulated depreciation of property and equipment	(2,874)	(2,391)
Property and equipment, net	2,776	3,259
Computer Equipment
Property and equipment, gross	2,643	2,643
Furniture and Fixtures
Property and equipment, gross	$ 3,007	$ 3,007

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Property and Equipment Disclosure (Details) - USD ($)	6 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Details
Depreciation expense	$ 483	$ 483

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Intangible Assets Disclosures: Schedule of Intangible Assets (Details) - USD ($)	Jan. 31, 2018	Jul. 31, 2017
Details
Website, gross	$ 5,000	$ 5,000
Accumulated amortization of website	$ (5,000)	(4,160)
Intangible assets, net		$ 840

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Intangible Assets Disclosures (Details) - USD ($)	6 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Details
Amortization expense	$ 840	$ 840

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Accounts Payable and Accrued Expenses Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	Jan. 31, 2018	Jul. 31, 2017
Details
Accounts payable, current	$ 107,061	$ 61,344
Accrued expenses, current		6,000
Accrued payroll	12,142	17,607
Accounts payable and accrued expenses, current	$ 119,203	$ 84,951

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Payroll Liabilities Disclosure (Details) - USD ($)	1 Months Ended
	Mar. 15, 2018	Jan. 31, 2018	Jul. 31, 2017
Details
Payroll related liabilities		$ 69,508	$ 78,670
Payment to IRS for past due liabilities	$ 63,000

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Concentrations Disclosure: Schedules of Customer Revenue Concentrations (Details)	6 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Customer A
Percentage of revenues	17.00%	31.00%
Customer B
Percentage of revenues	14.00%	10.00%
Customer C
Percentage of revenues	12.00%	12.00%

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Related Party Transactions Disclosure (Details) - USD ($)	Jan. 31, 2018	Jul. 31, 2017
Details
Due to related party	$ 191,427	$ 183,077
Accounts payable and accrued expenses - related party	$ 483,742	$ 363,742

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Capital Stock Disclosure (Details) - USD ($)	1 Months Ended	6 Months Ended		12 Months Ended
	Feb. 21, 2018	Jan. 31, 2018	Jan. 31, 2017	Jul. 31, 2016	Jul. 31, 2017
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
Amortization of common stock issued for services - related party		$ 464,667	$ 464,667
Acorn Management Transaction
Number of warrants converted	6,000,000
Restricted shares of common stock issued in conversion of warrants	1,000,000
Consulting and advisory agreement - January 15, 2016
Monthly compensation		20,000
Common stock issued for services				8,000,000
Value of common stock issued as compensation				$ 2,788,000
Amortization of common stock issued for services - related party		$ 464,667

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Capital Stock Disclosure: Schedule of Company's Warrant Activities (Details) - shares	Jan. 31, 2018	Jul. 31, 2017
Compensation owed to Acorn Management Partners, LLC
Warrants outstanding	6,000,000	6,000,000

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Commitments and Contingencies Disclosure (Details)	Jan. 31, 2018 USD ($)
Monthly lease payments for the company's executive offices
Contractual obligation	$ 900

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Subsequent Events Disclosure (Details) - USD ($)	1 Months Ended				6 Months Ended
	Mar. 15, 2018	Mar. 14, 2018	Mar. 13, 2018	Feb. 21, 2018	Jan. 31, 2018	Jan. 31, 2017
Proceeds from related party advances		$ 525			$ 8,350	$ 53,658
Payment to IRS for past due liabilities	$ 63,000
Acorn Management Transaction
Number of warrants converted				6,000,000
Restricted shares of common stock issued in conversion of warrants				1,000,000
Related Party Advances - Subsequent Period
Proceeds from related party advances	$ 525
Share Exchange Agreement with IndeLiving Holdings
Shares issued in acquisition of a company, Share Exchange Agreement			5,200,000
Value of shares issued for company acquisition			$ 6,968,000
Employment Agreement with CEO
Contractual obligation			$ 300,000
Stock options granted			2,500,000
Securities Purchase Agreement - Convertible Notes
Convertible promissory notes sold and issued			$ 700,000
Payment to IRS for past due liabilities			$ 63,000