Bigfoot Project Investments Inc. (BGFT)

FORM 10-Q | Quarterly Report
BIGFOOT PROJECT INVESTMENTS INC (Form: 10-Q, Received: 03/16/2017 16:48:06)


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


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


For the quarterly period ended January 31, 2017


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


Commission file number: 001-36877


Bigfoot Project Investments Inc.

(Exact name of registrant as specified in its charter)


Nevada

 

45-3942184

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


 

 

 

570 El Camino Real NR-150, Redwood City, CA

 

94063

(Address of principal executive offices)

 

(Zip Code)


(415) 518-8494

(Registrant’s telephone number, including area code)


Indicate by check mark whether the issuer (1) 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X . No       .


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


Large accelerated filer       .

Accelerated filer       .

Non-accelerated filer       . (Do not check if a smaller reporting company)

Smaller reporting company  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes       . No  X .


T The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of October 31, 2016, the last business day of the registrant’s most recently completed second quarter, was $2,097,050. Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of October 31, 2016 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.


The number of shares of Common Stock, $0.001 par value, outstanding on March 7, 2017 was 217,317,000 shares.






BIGFOOT PROJECT INVESTMENTS INC.

QUARTERLY PERIOD ENDED JANUARY 31, 2017


Index to Report on Form 10-Q




 

 

 

Page No.

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements

3

 

 

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

9

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

12

 

 

 

 

Item 4T.

 

Controls and Procedures

12

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

Item 1.

 

Legal Proceedings

12

 

 

 

 

Item1A.

 

Risk Factors

12

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

12

 

 

 

 

Item 4.

 

Mine Safety Disclosures

13

 

 

 

 

Item 5.

 

Other Information

13

 

 

 

 

Item 6.

 

Exhibits

13

 

 

 

 

 

 

Signature

13






2




PART I – FINANCIAL INFORMATION


Item 1. Financial Statements.


BIGFOOT PROJECT INVESTMENTS, INC.

Balance Sheets

(Unaudited)

As of January 31, 2017 and July 31, 2016


ASSETS

 

 

 

 

January 31, 2017

 

July 31, 2016

 

 

 

 

 

Current Assets

 

 

 

 

Cash

$

29,231

$

652

Inventory

 

7,383

 

6,094

Total current assets

 

36,614

 

6,746

 

 

 

 

 

Other Assets

 

 

 

 

Website Development

 

5,500

 

5,500

Accumulated Amortization

 

(5,500)

 

(5,500)

Total Other Assets

 

-

 

-

 

 

 

 

 

Total Assets

$

36,614

$

6,746

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

Accounts Payable

$

625

$

-

Advance from shareholders

 

30,691

 

17,681

Accrued Interest

 

78,320

 

68,640

Convertible Note

 

62,500

 

-

Promissory note - related party

 

472,370

 

484,518

Total current liabilities

 

644,506

 

570,839

 

 

 

 

 

Total Liabilities

 

644,506

 

570,839

 

 

 

 

 

Stockholders' deficit

 

 

 

 

Common stock, $0.001 par value; 400,000,000 shares authorized, 217,317,000 and 208,717,000 issued and outstanding as of January 31, 2017 and July 31, 2016, respectively

 

217,317

 

208,717

Additional Paid In Capital

 

1,360,673

 

369,273

Accumulated deficit

 

(2,185,882)

 

(1,142,083)

 

 

 

 

 

Total stockholders' deficit

 

(607,892)

 

(564,093)

 

 

 

 

 

Total liabilities & stockholders’ deficit

$

36,614

$

6,746


See accompanying notes to unaudited financial statements




3




BIGFOOT PROJECT INVESTMENTS, INC.

Statements of Operations

(Unaudited)


 

 

Three Months

 

Three Months

 

Six Months

 

Six Months

 

 

Ended

 

Ended

 

Ended

 

Ended

 

 

January 31,

 

January 31,

 

January 31,

 

January 31,

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

Revenue

$

269

$

256

$

1,570

$

1,616

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

-

 

-

 

449

 

166

Gross margin

 

269

 

256

 

1,121

 

1,450

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Stock based compensation

 

750,000

 

-

 

1,000,000

 

-

Professional fees

 

18,160

 

1,965

 

21,235

 

12,615

Expedition expenses

 

9,902

 

-

 

10,222

 

-

General and administrative expenses

 

1,390

 

2,366

 

3,782

 

4,629

Total operating expenses

 

779,452

 

4,331

 

1,035,239

 

17,244

 

 

 

 

 

 

 

 

 

Net loss from operations

 

(779,183)

 

(4,075)

 

(1,031,118)

 

(15,794)

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Interest Income

 

-

 

1

 

-

 

1

Interest Expense

 

(4,841)

 

(4,840)

 

(9,681)

 

(9,680)

 

 

 

 

 

 

 

 

 

Net loss

$

(784,024)

$

(8,914)

$

(1,043,799)

$

(25,473)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per shares

$

 -

$

 -

$

 -

$

 -

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

215,613,703

 

207,490,000

 

212,146,508

 

207,490,000


See accompanying notes to unaudited financial statements





4




BIGFOOT PROJECT INVESTMENTS, INC.

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

January 31, 2017

 

January 31, 2016

 

Cash flow from operating activities:

 

 

 

 

 

Net loss

$

(1,043,799)

$

(25,474)

 

Stock based compensation

 

1,000,000

 

 

 

Amortization

 

-

 

884

 

Amortization of debt discount

 

10,000

 

-

 

Change in operating liabilities:

 

 

 

 

 

Accounts Receivable

 

-

 

-

 

Inventory

 

(1,289)

 

(2,209)

 

Accounts Payable

 

625

 

2,765

 

Accrued Interest

 

9,680

 

9,680

 

Net cash used in operating activities

 

(24,783)

 

(14,354)

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

Payment on Promissory Note

 

(12,148)

 

-

 

Proceeds from Convertible Debt

 

52,500

 

-

 

Repayment of Advance from shareholders

 

(15,578)

 

-

 

Proceeds from Advances from shareholders

 

28,588

 

14,326

 

Net cash provided by financing activities

 

53,362

 

14,326

 

 

 

 

 

 

 

Net (decrease) increase in cash

 

28,579

 

(28)

 

Cash at beginning of period

 

652

 

221

 

Cash at end of period

$

29,231

$

193

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

Cash paid for income taxes

$

-

$

-

 

 Cash paid for interest expense

$

 

$

-

 


See accompanying notes to unaudited financial statements



5




BIGFOOT PROJECT INVESTMENTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization, Nature of Business and Trade Name


A summary of significant accounting policies of Bigfoot Project Investments, Inc. (the “Company”), a company organized in the state of Nevada, is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the companying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.


The Company was incorporated in the State of Nevada on November 30, 2011. The company’s administrative office is located at 570 El Camino Real NR-150, Redwood City, CA and its fiscal year ends July 31. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was established as an entertainment investment company.


The Company’s mission is to create exciting and interesting proprietary investment projects, entertainment properties surrounding the mythology, research, and potential capture of the creature known as Bigfoot. The Company will perform research in determining the existences of an elusive creature commonly known as Bigfoot. For the past six years the research team, that has joined the company, has performed research on expeditions throughout the United States and Canada.


The Company’s key competitive advantage is the in-house developed knowledge base and the advanced level of maturity of their projects developed and currently owned by our current officers and shareholders. The Company will capitalize on the current stock pile of these projects through contract agreements which will allow the Company to continue creation of media properties and the establishment of physical locations, partnerships, and strategic alliances with organizations to augment investment markets to create revenue as a stand-alone enterprise.


Basis of Presentation


The accompanying unaudited balance sheet as of January 31, 2017 has been derived from the audited financial statements for the year ended July 31, 2016. The accompanying unaudited interim financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. Operating results and cash flows for interim periods are not necessarily indicative of the results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our 10-K for the year ended July 31, 2016 filed on SEC website on December 8, 2016.


NOTE 2 GOING CONCERN


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


Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.


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



6




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


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


NOTE 3 – ADVANCE FROM SHAREHOLDERS


In the six months ending January 31, 2017, additional advances from shareholders were received in the amount of $28,588. The Company was able to reimburse advances of $15,578 to shareholders in the quarter ending January 31, 2017. These advances bear no interest and are due on demand. The total advances from shareholders as of July 31, 2016 were $17,681 and as of January 31, 2017 were $30,691.


NOTE 4 – PROMISSORY NOTE – RELATED PARTY


In January 2013, Bigfoot Project Investments, Inc. executed a promissory note in the amount of $484,029 as part of the asset transfer agreement for the transfer of all assets held by Searching for Bigfoot, Inc. In August 2013, the Company increased the balance of the promissory note by $489 to add an asset that was not included in the original transfer The terms of the note are that the unpaid principle and the accrued interest are payable in full on January 31, 2016. The holders of this note have agreed to execute a new due date of January 31, 2018.


The interest rate stated on the note is 4.0% (four percent). Monthly payments are not required in the note; however, the note does contain a prepayment clause that allows for payments to be made prior to the due date with no detrimental effects. The Company paid 12,148 toward the principle of the note during the period ending January 31, 2017.


Interest expense for the six months ended January 31, 2017 and 2016 was $9,681 and $9,680, respectively.


NOTE 5 CAPITAL STOCK


As of September 13, 2016, a new S1 registration was declared effective. The second offering provided for 20,000,000 shares at a share price of 0.75 cents. No shares have been sold from this offering.


The Company has 208,717,000 and 217,317,000 shares of common stock issued and outstanding as of July 31, 2016 and January 31, 2017, respectively.


On November 26, 2016 the Company entered into a rescission and release agreement with the Advisors (see Note 6 – Advisory Agreements) whereby the Company agreed to issue 900,000 and 200,000 shares of its common stock as full satisfaction of the Advisory Agreements.


On November 18, 2016, the Company entered into an agreement with FMX Media Works (the “Marketing Consultants) to provide Marketing advisory services to the Company. Compensation under this agreement is in the form of stock in the amount of 7,500,000 shares. FMX Media Works is required to provide management consulting, business development services, strategic planning, marketing and public relations. The Company recognized stock compensation of $750,000 pursuant to the advisory agreements for the quarter ending January 31, 2017.


NOTE 6 – ADVISORY AGREEMENTS


On May 1, 2016, the Company entered into two agreements with Surf Financial and William Hiney (collectively, the “Advisors”) to provide advisory services to the Company. Compensation under each agreement was contingent upon each Advisor’s performance for an initial six-month period expiring on November 2, 2016 (the “Contingency Period”).



7




Specifically, under each agreement, respectively, the Advisors were required to provide management consulting, business development services, strategic planning, marketing and public relations. If in the initial six-month contingent period, each Advisor was required to provide its or his best efforts to provide the advisory services described in each agreement; otherwise, the Company in its sole and absolute discretion could unilaterally cancel the agreements at the end of the Contingency Period and each agreement would be automatically null and void thereby terminating entirely the Advisors’ right to compensation. As compensation, the Company shall issue to the Advisors 4,000,000 shares and 1,000,000 shares, respectively, of restricted common stock, subject to rescission and redemption at the end of the Contingency Period by the Company. The value placed upon the shares was $0.10 per share as this was considered fair value of the Company’s common stock based upon its recently completed S-1 offering registered with the SEC. Fair value of the shares to be issued pursuant to the agreements was $500,000. The company recognized stock compensation in the amount of $250,000 which represents the fair value of the vested shares from May 1, 2016 through July 31, 2016.


NOTE 7 – CONVERTIBLE NOTE

 

On January 19, 2017, the Company issued a convertible promissory note in the amount of $62,500 to EMA Financial, LLC, a Delaware limited liability company. This note is convertible as of May 23, 2017. This convertible note is due and payable January 19, 2018, has an interest rate of 10% and is convertible to Common Stock of the Company at a conversion price equals the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading immediately preceding the Closing Date of this note, and (ii) 50% of the lowest sale price for the Common Stock on the Principal Market during the twenty (25) consecutive Trading Days immediately preceding the Conversion Date. The note may be prepaid at 135% - 145% of outstanding

 

NOTE 8 – SUBSEQUENT EVENTS


On February 28, 2017, the Company issued a convertible promissory note in the amount of $62,500 to Auctus Fund LLC, a Delaware limited liability company. This convertible note is due and payable on November 18, 2017 with interest of 10% per annum. This note is convertible at the election of Auctus Fund, LLC from time to time after a 120 day holding period. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 24% per annum and the note becomes immediately due and payable. Should an event of default occur, the Company is liable to pay 150% of the then outstanding principal and interest. The note agreement contains covenants requiring Auctus Fund’s written consent for certain activities not in existence or not committed to by the Company on the issuance date of the note, as follows: dividend distributions in cash or shares, stock repurchases, borrowings, sale of assets, certain advances and loans in excess of $100,000, and certain guarantees with respect to preservation of existence of the Company and non-circumvention. Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Actus after the issuance date into an equivalent of the Company’s common stock determined by 55% of the average of the two lowest closing trading prices of the Company’s common stock during the twenty (20) trading days prior to the date the of the note. The Company may prepay the amounts outstanding to Auctus Fund at any time up to the 180 th day following the issue date of this note by making a payment to the note holder of an amount in cash equal to 135% 145%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, depending on the time of prepayment.





8




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


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


·

our ability to diversify our operations;

·

inability to raise additional financing for working capital;

·

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

·

our ability to attract key personnel;

·

our ability to operate profitably;

·

our ability to generate sufficient funds to operate the Bigfoot Project Investments, Inc. operations, upon completion of our acquisition;

·

deterioration in general or regional economic conditions;

·

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·

changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

·

the inability of management to effectively implement our strategies and business plan;

·

inability to achieve future sales levels or other operating results;

·

the unavailability of funds for capital expenditures;

·

other risks and uncertainties detailed in this report;


as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.


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


OVERVIEW AND OUTLOOK


Background


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


The assets acquired were transferred over at the existing book value listed on the balance sheet of Searching for Bigfoot, Inc. at the time of transfer. The transfer agreement called for the issuance of 4,400,000 shares of common stock which were valued at $.10 per share and the issuance of a promissory note in the amount of $484,029. The Company recorded a deemed distribution related to this transaction in the amount of $924,029. In August 2013, the Company increased the promissory note by $489 to add an asset that was not included in the original transfer. The Company paid $12,148 toward the principle of the note during the period ended January 31, 2017.


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


Footprint cast of Bigfoot – 73 original casts

Photographs of Dead Creature from Strickler, Arkansas 1994 Dear Creature Incident

109-inch Skeleton

Various Media Artifacts – Video TV News Media – 52 news stories

Contract to sell Dinosaur fossil – most recent estimate by Paleontologist $1.2 million dollars

Rubber suit from 2008 hoax



9




Various DNA samples – Hair, and nails

License to use 6 dinosaur displays

Exclusive rights to the Bigfoot Website

Exclusive rights to the Bigfoot Live Radio Show

Exclusive rights to the Bigfoot Live Radio Show Website

360 hours of raw footage from expeditions for movie development

Various DVD Movies and Documentary film projects

Exclusive rights to all current contracts negotiated under Searching For Bigfoot, Inc.


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


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


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


RESULTS OF OPERATIONS


During the three months ended January 31, 2017, we generated revenue of $269. During the three months ended January 31, 2016, we generated revenue of $256.


During the six months ended January 31, 2017, we generated revenue of $1,570. During the six months ended January 31, 2016, we generated revenue of $1,616.


Operating expenses during the three months ended January 31, 2017 were $779,452. Operating expenses during the three months ended January 31, 2016 were $4,331.


Operating expenses during the six months ended January 31, 2017 were $1,035,239. Operating expenses during the six months ended January 31, 2016 were $17,244. Operating expenses for the six months ended January 31, 2017 consisted of consulting fees of $1,000,000, professional fees of $21,235, Expedition expenses of $10,222 and general and administrative fees of $3,782. Operating expenses for the six months ended January 31, 2016 consisted of professional fees of $12,615 and general and administrative fees of $4,629. Expenses increased during 2017 mainly due to the consulting agreements and Company’s reporting requirements, having become fully reporting under the 1934 Act on March 16, 2015 and on the over the counter market in August 2016.


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


Liquidity and Capital Resources


As of January 31, 2017, we had $29,231 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.



10




The following table sets forth a summary of our cash flows for the six months ended January 31, 2017 and 2016:


 

 

Period

Ended

January 31,

2017

 

 

Period

Ended

January 31,

2016

 

Net cash used in operating activities

 

$

(24,783)

 

 

$

(14,354)

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

Net cash provided by financing activities

 

 

53,362

 

 

 

14,326

 

Net increase (decrease) in Cash

 

 

28,579

 

 

 

(28)

 

Cash, beginning

 

 

652

 

 

 

221

 

Cash, ending

 

$

29,231

 

 

$

193

 


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


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


Operating activities


Net cash used in operating activities was $24,783 for the period ended January 31, 2017, as compared to $14,354 used in operating activities for the period ended January 31, 2016.


Investing activities


Net cash used in investing activities was $0 for the period ended January 31, 2017, as compared to $0 used in investing activities for the same period in 2016.


Financing activities


Net cash provided by financing activities for the period ended January 31, 2017 was $53,362 as compared to $14,326 for the same period of 2016.


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



11




Off-Balance Sheet Arrangements


We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


Item 3. Quantitative and Qualitative Disclosure About Market Risk


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


Item 4T. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


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


Changes in Internal Control Over Financial Reporting


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


Limitations on Effectiveness of Controls and Procedures


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


PART II—OTHER INFORMATION


Item 1. Legal Proceedings.


We are not a party to any material legal proceedings.


Item 1A. Risk Factors


The risk factors listed in our S-1 filed with the Securities Exchange Commission, are hereby incorporated by reference.


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


Stock Issuances


None.


Issuer Purchases of Equity Securities


We did not repurchase any of our equity securities from the time of our inception through the period ended January 31, 2017.


Item 3. Defaults Upon Senior Securities.


None.



12




Item 4. Mine Safety Disclosures


None.


Item 5. Other Information.


None.


Item 6. Exhibits.


Exhibit No.

 

Description

 

 

 

31.1

 

Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS*

 

XBRL Instance Document

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase

 

 

 

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.





SIGNATURE


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


 

 

BIGFOOT PROJECT INVESTMENTS INC.

 

 

 

 

 

 

 

 

Date: March 16, 2017

 

By:

/s/ Tom Biscardi

 

 

 

Tom Biscardi

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer and duly authorized signatory)





13



CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14


I, Thomas Biscardi, certify that:


1. I have reviewed this Quarterly Report on Form 10-Q of Bigfoot Project Investments, 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 my 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.




Date: March 16, 2017


/s/ Thomas Biscardi

By: Thomas Biscardi

Its: Principal Executive Officer and

Principal Financial Officer






CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Bigfoot Project Investments Inc. (the “Company”) on Form 10-Q for the period ended January 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tom Biscardi, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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; and


2.

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



Date: March 16, 2017


/s/ Thomas Biscardi

Thomas Biscardi

Principal Executive Officer and

Principal Financial Officer