Attached files

file filename
EX-32.1 - CERTIFICATION - Apotheca Biosciences, Inc.ex321.htm
EX-31.2 - CERTIFICATION - Apotheca Biosciences, Inc.ex312.htm
EX-31.1 - CERTIFICATION - Apotheca Biosciences, Inc.ex311.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                                                   
FORM 10-K/A
Amendment No. 1
   
  [ X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the Fiscal Year Ended January 31, 2017
   
  [  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                     For the transition period from ________ to ______
 
PACIFICORP HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)

     
Nevada
000-55467
47-2055848
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
 
Identification Number)
 
 
 
1375 Lake City Way NE
Seattle WA 98125
 
 
 (Address of principal executive offices)
 
     
 
 800-929-3293
 
 
(Registrant’s Telephone Number)
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 
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 Rule 12b-2 of the Exchange Act.
 
 Large Accelerated Filer       [  ]
 
Accelerated Filer                                        [  ]
     
 Non-Accelerated Filer          [  ]                                             
 
 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 and non-voting common equity held by non-affiliates of the registrant as of May 12, 2017was $23,900 based upon the price ($0.01), our common stock is not presently traded, but is quoted on the OTC Bulletin Board. The selling shareholders may sell their shares at $0.01per share or at prevailing market prices or privately negotiated prices. This number of shares of common stock are held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.
 
As of May 12 ,2017, there were 8,390,000 shares of the registrant’s $0.001par value common stock issued and outstanding.

Documents incorporated by reference: None

 
 

 

 
Explanatory Note

 
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Pacificorp Holdings Ltd. for the fiscal year ended January 31, 2017 is being submitted solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the Form 10-K (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-K filed as of May 12, 2017.

Table of Contents

   
Page
 
PART I
 
     
Item 1
Business
  4
Item 1A
Risk Factors
  7
Item 1B
Unresolved Staff Comments
  7
Item 2
Properties
  7
Item 3
Legal Proceedings
  7
Item 4
[REMOVED AND RESERVED]
  7
     
 
PART II
 
     
Item 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
  8
Item 6
Selected Financial Data
  8
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
  9
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
  11
Item 8
Financial Statements and Supplementary Data
  11
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  12
Item 9A
Controls and Procedures
  12
Item 9B
Other Information
  13
     
 
PART III
 
     
Item 10
Directors and Executive Officers and Corporate Governance
  13
Item 11
Executive Compensation
  16
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  17
Item 13
Certain Relationships and Related Transactions
  18
Item 14
Principal Accountant Fees and Services
  19
     
 
PART IV
 
     
Item 15
Exhibits
  20
     


 
2

 
 
 
PART IV
ITEM 15.             EXHIBITS.
 
(a)  
Exhibits
 
Exhibit Number
Description of Exhibit
Filing
3.01
Articles of Incorporation
Filed with the SEC on April 21, 2015, as part of our Registration Statement on Form S-1.
3.02
Bylaws
Filed with the SEC on April 21, 2015as part of our Registration Statement on Form S-1.
14.01
Code of Ethics
Filed with the SEC on April 21, 2015as part of our Registration Statement on Form S-1.
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14
Filed herewith
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a-14
Filed herewith
32.1
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase
Filed herewith
101.INS
XBRL Instance Document
Filed herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
Filed herewith
101.SCH
XBRL Taxonomy Extension Schema
Filed herewith



[Signature Page to Follow]

 
 
3

 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PACIFICORP HOLDINGS, LTD.


Dated: May 15 , 2017    
                                                                   
        /s/ Jason Sakowski
        By:    Jason Sakowski
                  Its: President, Principal Executive Officer

 

 

 
4