UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q/A

Amendment No. 1


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

 

For the quarterly period ended October 31, 2016


        . 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)


(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 .


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 December 15, 2016 was 208,717,000 shares.








EXPLANATORY NOTE


The purpose of this Amendment No. 1 on Form 10–Q/A to Bigfoot Project Investments Inc.’s quarterly report on Form 10–Q for the period ended October 31, 2016, filed with the Securities and Exchange Commission on December 15, 2016 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.


No other changes have been made to the Form 10–Q.  This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.



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PART II—OTHER INFORMATION


Item 6. Exhibits.


Exhibit No.

 

Description

 

Filing Date.

 

 

 

 

 

31.1

 

Certification of Principal Executive 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

 

Filed with the SEC on December 15, 2016 as part of our Form 10-Q Quarterly Report for the period ended October 31, 2016.

31.2

 

Certification of 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

 

Filed with the SEC on December 15, 2016 as part of our Form 10-Q Quarterly Report for the period ended October 31, 2016.

32.1

 

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

 

Filed with the SEC on December 15, 2016 as part of our Form 10-Q Quarterly Report for the period ended October 31, 2016.

32.2

 

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

 

Filed with the SEC on December 15, 2016 as part of our Form 10-Q Quarterly Report for the period ended October 31, 2016.

101.INS*

 

XBRL Instance Document

 

Furnished Herewith.

101.SCH*

 

XBRL Taxonomy Extension Schema

 

Furnished Herewith.

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase

 

Furnished Herewith.

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase

 

Furnished Herewith.

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase

 

Furnished Herewith.

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase

 

Furnished Herewith.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




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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: December 20, 2016

 

By:

/s/ Tom Biscardi

 

 

 

Tom Biscardi

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer and duly authorized signatory)




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