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 April 30, 2015


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


Commission file number: 333-186706


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)


(858) 216-6554

(Registrant’s telephone number, including area code)


Copies of Communications to:

Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq. Ltd.

1212 Casino Center

Las Vegas, NV 89104

(702) 382-1714

Fax (702) 382-1759

E-mail: harold@gewerterlaw.com


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 .


The number of shares of Common Stock, $0.001 par value, outstanding on June 15, 2015 was 207,490,000 shares.







BIGFOOT PROJECT INVESTMENTS INC.

QUARTERLY PERIOD ENDED April 30, 2015


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

12

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

14

 

 

 

 

Item 4T.

 

Controls and Procedures

15

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

Item 1.

 

Legal Proceedings

15

 

 

 

 

Item1A.

 

Risk Factors

15

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

15

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

15

 

 

 

 

Item 4.

 

Mine Safety Disclosures

15

 

 

 

 

Item 5.

 

Other Information

15

 

 

 

 

Item 6.

 

Exhibits

16

 

 

 

 

 

 

Signature

16














2




PART I – FINANCIAL INFORMATION


Item 1. Financial Statements.


BIGFOOT PROJECT INVESTMENTS, INC.

Balance Sheets

As of April 30, 2015 and July 31, 2014

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

April 30, 2015

 

July 31, 2014

 

 

(Unaudited)

 

 

Current Assets

 

 

 

 

Cash

$

317

$

1,377

Restricted cash

 

22,942

 

-

Accounts receivable

 

460

 

139

Inventory

 

3,168

 

3,337

Total current assets

 

26,887

 

4,853

 

 

 

 

 

Other Assets

 

 

 

 

Intangibles, net

 

1,346

 

2,732

 

 

 

 

 

Total Assets

$

28,233

$

7,585

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

Accounts Payable

$

190

$

-

Advance from shareholders

 

40,639

 

37,082

Accrued Interest - related party

 

44,438

 

29,918

Subscription payable received subject to refund

 

22,930

 

-

Promissory note - related party

 

484,518

 

484,518

Total current liabilities

 

592,715

 

551,518

 

 

 

 

 

Total Liabilities

 

592,715

 

551,518

 

 

 

 

 

Stockholders' deficit

 

 

 

 

Common stock, $0.001 par value; 250,000,000 shares authorized, 207,490,000 issued and outstanding as of April 30, 2014 and July 31, 2013

 

207,490

 

207,490

Accumulated deficit

 

(771,972)

 

(751,423)

 

 

 

 

 

Total stockholders' deficit

 

(564,482)

 

(543,933)

 

 

 

 

 

Total liabilities & stockholder's deficit

$

28,233

$

7,585

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements

 









3





BIGFOOT PROJECT INVESTMENTS, INC.

Statements of Operations (Unaudited)




 

 

Three Months Ended

 

Three Months Ended

 

Nine Months Ended

 

Nine Months Ended

 

 

April 30, 2015

 

April 30, 2014

 

April 30, 2015

 

April 30, 2014

 

 

 

 

 

 

 

 

 

Revenue

$

963

$

442

$

1,674

$

1,142

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

320

 

94

 

325

 

243

Gross Profit

 

643

 

348

 

1,349

 

899

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Professional fees

 

500

 

200

 

2,700

 

2,700

General and administrative

 

1,899

 

532

 

4,677

 

2,385

Total operating expenses

 

2,399

 

732

 

7,377

 

5,085

 

 

 

 

 

 

 

 

 

Net loss from operations

 

(1,756)

 

(384)

 

(6,028)

 

(4,186)

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Interest Income

 

-

 

-

 

-

 

-

Interest Expense

 

(4,840)

 

(4,840)

 

(14,521)

 

(14,521)

Total Other Income (Expense)

 

(4,840)

 

(4,840)

 

(14,521)

 

(14,521)

 

 

 

 

 

 

 

 

 

Net loss

$

(6,596)

$

(5,224)

$

(20,549)

$

(18,707)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per shares

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding (basic and diluted)

 

207,490,000

 

207,490,000

 

207,490,000

 

207,490,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



See accompanying notes to unaudited financial statements











4





BIGFOOT PROJECT INVESTMENTS, INC.

Statements of Cash Flows (Unaudited)

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

Nine Months Ended

 

 

April 30, 2015

 

April 30, 2014

Cash flow from operating activities:

 

 

 

 

Net loss

$

(20,549)

$

(18,707)

Adjustments to reconcile net loss to net cash used

 

 

 

 

in operating activities:

 

 

 

 

Accumulated Amortization

 

1,386

 

1,386

Change in operating liabilities:

 

 

 

 

Accounts Payable

 

190

 

-

Accounts Receivable

 

(321)

 

(166)

Inventory

 

169

 

148

Accrued Interest

 

14,521

 

14,521

Net cash used in operating activities

 

(4,604)

 

(2,818)

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

Change in restricted cash

 

(22,942)

 

-

Proceeds for advances from shareholders

 

3,556

 

3,180

Proceeds from sale of IPO Subscriptions subject to refund

 

22,930

 

-

Net cash provided by financing activities

 

3,544

 

3,180

 

 

 

 

 

Net (decrease)/increase in cash

 

(1,060)

 

362

Cash at beginning of period

 

1,377

 

51

Cash at end of period

$

317

$

413

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

Cash paid for interest

$

-

$

-

Cash paid for income taxes

$

-

$

-

 

 

 

 

 

 

 

 

 

 

See accompanying noted 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 accompanying 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 on 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 know 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of American requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reported period.  Actual results could differ from those estimates.  Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.


The accompanying balance sheet as of April 30, 2015, has been derived from the audited financial statements. 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 S-1 for the year ended July 31, 2014.


Use of Estimates


The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.


Actual results could differ from those estimates.  The company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.



6





Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.  As of April 30, 2015 and July 31, 2014, the Company has no cash and cash equivalents.


Website Development Cost


The Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 305-50-15 and 350-50-25, the Company capitalizes cost incurred to develop a website as website development costs, which are amortized on a straight line basis over the estimated useful lives of three (3) years. Upon becoming fully amortized, the related costs and accumulated amortization are removed from the account.


Inventory Valuation


We value our inventory at the lower of cost or market. Market is determined based on net realizable value. Cost is determined on a “first-in, first-out” basis, which approximates actual cost. We have no policy for a reserve for excess and obsolete inventory based on forecasted demand since inventory generally does not become obsolete.


Accounts Payable


Accounts payable has a $190 balance as of April 30, 2015 for stock certificates to be issued.


Income Tax


The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.




7




Revenue Recognition


The Company recognizes revenue from the sale of goods and services in accordance with ASC 605, "Revenue Recognition."  Revenue consists of proceeds and commissions from resale of tickets for concerts, sporting and other entertainment events. Revenue is recognized only when all of the following criteria have been met:


i)

Persuasive evidence for an agreement exists

ii)

Goods (DVD) have been delivered

iii)

The fee is fixed or determinable

iv)

Revenue is reasonable assured


Revenue is recognized in the period product is delivered where product price is fixed or determinable and collectability is reasonable assured.


Fair Value Measurements


In January 2010, the FASB ASC Topic 825, “ Financial Instrument ”, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports.  For the Company, this statement applies to certain investments and long-term debt.  Also, the FASB ASC Topic 820, “ Fair Value Measurements and Disclosure ”, clarifies the definition of fair value for  financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.


Various inputs are considered when determining the value of the Company’s investments and long-term debt.  The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities.  These inputs are summarized in the three broad levels listed below.


·

Level 1 – observable market in-puts that are unadjusted quoted prices for identical assets or liabilities in active markets.

·

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

·

Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).


The Company’s adoption of FASB ASC Topic 825 effectively at the inception did not have a material impact on the Company’s financial statements.


The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis.  Financial assets and liabilities measured on a non-recurring basis are those that are adjusted fair value when a significant event occurs.  The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods.  Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.  The Company does not have financial assets as an investment carried at fair value on a recurring basis as of April 30, 2015.


Basic and Diluted Earnings per Share


Basic earnings per share are based on the weighted-average number of shares of common stock outstanding.  Diluted earning per share is based on the weighted-average number of shares of common stock outstanding adjusted for the effects on common stock that may be issued as result of the following types of potentially dilutive instruments:


·

Warrants,

·

Employee stock option, and

·

Other equity awards, which include long-term incentive awards.


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



8





Dilute earning s per share are based on the assumption that all dilutive options were converted or exercised.  Dilution is computed by applying the treasury stock method.  Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.  The company does not have diluted effects on common stock as there was no warrant or option issued.


Basic and diluted earning per share are the same as there was no dilutive effect of outstanding stock options for the period ended April 30, 2015.


The following is a reconciliation of basic and diluted (earnings per share for) the nine month periods ending April 30, 2015 and 2014:


 

 

Three Months

Period Ended

 

Nine Months

Period Ended

 

 

April 30, 2015

 

April 30, 2014

Numerator :

 

 

 

 

Net income (loss) available to common shareholders

$

(6,596)

$

(18,707)

 

 

 

 

 

Denominator :

 

 

 

 

Weighted average shares-basic

 

207,490,000

 

207,490,000

 

 

 

 

 

Net income (loss) per share-basic and diluted

$

-

$

-


Common Stock


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


NOTE 2 - RECENTLY ENACTED ACCOUNTING STANDARDS


In May 2014, the ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company for annual reporting periods beginning after December 15, 2015. The Company is currently in the process of evaluating the impact of adoption of this ASU on its financial statements.


In June 2014 the FASB issued ASU 2014-10 regarding development stage entities. The ASU removes the definition of development stage entity, as was previously defined under generally accepted accounting principles in the United States (U.S. GAAP), from the accounting standards codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the ASU eliminates the requirements for development stage entities to (i) present inception-to-date information in the statement of income, cash flow and stockholders' equity, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company has chosen to adopt the ASU early for the Company's financial statements as of April 30, 2015. The adoption of this pronouncement impacted the Company by eliminating the requirement to report inception to date financial information previously required.


In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40). ASU 2014-15 defines management’s responsibilities to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern. The amendments in ASU 2014-15 will be effectively prospectively for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, however early adoption is permitted.



9




NOTE 3 - CAPITAL STOCK


The Company has 207,940,000 and 207,940,000 shares of common stock issued and outstanding as of April 30, 2015 and July 31, 2014, respectively.


During the three months ending April 30, 2015, the Company has sold pending stock subscriptions for $22,930 for a total of 227,000 shares. Since the IPO offering has a minimum goal of 3,000,000 shares the funds for the pending subscriptions have been deposited in a brokerage account until the minimum number of shares is sold.


In the event that the minimum is not sold the funds will be returned to the subscribers. Since the proceeds are considered refundable until the minimum is sold the Company has classified a liability in the amount of the received subscription agreements and restricted cash for the cash deposited in a separate bank account. When the minimum is sold the liability will be moved to the equity section of the balance sheet.


NOTE 4 – ADVANCE FROM SHAREHOLDERS


In the year ending July 31, 2012, the company has $14,606 loan which were advances from shareholders, bearing no interest and due on demand. In the year ending July 31, 2012, a majority shareholder paid $9,086 for inventories for the Company.


 In the year ending July 31, 2013, additional advances were made in the amount of $4,220; these advances are unsecured, bear no interest and are due on demand.


In the year ending July 31, 2014 additional advances were made in the amount of $9,170; these advances are unsecured, bear no interest and are due on demand.


In the nine month period ending April 30, 2015, majority shareholders advanced $3,556; these advances are unsecured, bear no interest and are due on demand.


The balance of the advances from shareholder as of April 30, 2015 and July 31, 2014 are $40,639 and $37,082, respectively.


NOTE 5 - 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. Management feels that through the additional funding anticipated from the Initial Public Offering (IPO) the company will be able to continue to remain in business for the foreseeable future.


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 form 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.


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 affect upon it and its shareholders.



10




NOTE 6 - COMMITMENTS AND CONTINGENCIES


The Company could become a party to various legal actions arising in the ordinary course of business.  Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued.  Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters.


As of the date of this report, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.



NOTE 7 – PROMISSORY NOTE – Related Party


In January 2013, Bigfoot Project Investments, Inc. executed a promissory note in the amount of $484,039 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 $479 to add an asset that was not included in the original transfer. The terms of the note are unsecured and that the unpaid principle and the accrued interest are payable in full on January 31, 2015. The holders of the note have subsequently agreed to extend the original due date to January 13, 2016.


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.







11





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.


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



12




·

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 and nine months ended April 30, 2015, we generated revenue of $963 and $1,674. During the three and nine months ended April 30, 2014, we generated revenue of $442 and $1,142, respectively.


Operating expenses during the three and nine months ended April 30, 2015 were $2,399 and $7,377. Operating expenses during the three and nine months ended April 30, 2014 were $732 and $5,085.  Operating expenses for the three months ended April 30, 2015 consisted of professional fees of $500 and general and administrative fees of $1,899. Operating expenses for the three months ended April 30, 2014 consisted of professional fees of $200 and general and administrative fees of $532. Expenses increased during 2015 mainly due to the Company’s reporting requirements, having become fully reporting under the 1934 Act on March 16, 2015.


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 April 30, 2015, we had $317 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.


The following table sets forth a summary of our cash flows for the nine months ended April 30, 2015 and 2014:


 

 

Period Ended

 April 30, 2015

 

 

Period Ended

April 30, 2014

 

Net cash used in operating activities

 

$

(4,604)

 

 

$

(2,818)

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

Net cash provided by financing activities

 

 

3,544

 

 

 

3,180

 

Net increase (decrease) in Cash

 

 

(1,060)

 

 

 

362

 

Cash, beginning

 

 

1,377

 

 

 

51

 

Cash, ending

 

$

317

 

 

$

413

 




13




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 $4,604 for the period ended April 30, 2015, as compared to $2,818 used in operating activities for the period ended April 30, 2014.


Investing activities


Net cash used in investing activities was $0 for the period ended April 30, 2015, as compared to $0 used in investing activities for the same period in 2014.


Financing activities


Net cash provided by financing activities for the period ended April 30, 2015 was $3,544 as compared to $3,180 for the same period of 2014.


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


Off-Balance Sheet Arrangements


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


Item 3. Quantitative and Qualitative Disclosure About Market Risk


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



14




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 April 30, 2015.


Item 3. Defaults Upon Senior Securities.


None.


Item 4. Mine Safety Disclosures


None.


Item 5. Other Information.


None.



15




Item 6. Exhibits.


Exhibit No.

 

Description

 

 

 

31.1

 

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

 

 

 

32.1

 

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

 

 

 





SIGNATURE


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


 

 

BIGFOOT PROJECT INVESTMENTS INC.

 

 

 

 

 

 

 

 

Date: June 15, 2015

 

By:

/s/ Tom Biscardi

 

 

 

Tom Biscardi

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer and duly authorized signatory)





16



EXHIBIT 31.1


CERTIFICATION


I, Tom Biscardi, certify that:


1.

I have reviewed this Quarterly Report on Form 10-Q of Bigfoot Project Investments, Inc.  (the “Company”);


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 Company as of, and for, the periods presented in this report;


4.

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, 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 Company’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 Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and


5.

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial reporting.



Date: June 15, 2015


/s/ Tom Biscardi

Tom Biscardi

Principal Executive Officer and

Principal Financial Officer





EXHIBIT 32.1


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, 2015, 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 results of operations of the Company.


Date: June 15, 2015


/s/ Tom Biscardi

Tom Biscardi

Principal Executive Officer and

Principal Financial Officer