UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

 

FORM 10-Q

 

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2018

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from ______ to _______

 

Commission File Number: 000-55467

 APOTHECA BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

10901 Roosevelt Blvd N Bldg. C 1000
Saint Petersburg, FL 33716

(Address of principal executive offices)

 

 (Registrant's telephone number, including area code)

 

 

Cannabis Leaf, Inc.
4500 9^th Ave NE, Seattle WA  98105

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]Yes     [_]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).  [X]Yes     [_]No (Not required)

 

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the exchange act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] No 

As of October 1, 2018, there were 113,914,000 shares of the Registrant's $0.001 par value common stock issued and outstanding.

 

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Apotheca Biosciences, Inc. (formerly Cannabis Leaf, Inc.) (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Cannabis" refers to Apotheca Biosciences, Inc.

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION

 

 

 

 

 

 

 

 

 

 

 

		Historical Apotheca Biosciences, Inc.				Historical Cannabis Leaf Incorporated				Add: Pro Forma Adjustments					Pro Forma
ASSETS
Current assets:
Cash		$	18,328			$	-			$	-				$	18,328
Advances to related parties			28,178				-									28,178
Total current assets			46,506				-				-					46,506
Intangible assets – patents			1				-				-					1
Total assets		$	46,507			$	-			$	-				$	46,507
LIABILITIES
Current liabilities:
Accounts payable		$	295			$	13,626			$	-				$	13,921
Accrued liabilities			129,480				1,986,302									2,115,782
Loan payable - related parties			3,184				18,600									21,874
Convertible note payable - related parties			1				-									1
Total current liabilities			132,960				33,503				-					2,151,488
STOCKHOLDERS' DEFICIT
Common stock: 600,000,000 authorized; $0.001 par value 111,314,000 outstanding			6,000				51,314				54,000		(a)			111,314
Additional paid-in capital			-				438,426				(2,562,268	)	(a)			(2,123,842	)
Accumulated deficit			(92,453	)			(2,508,268	)			2,508,268		(a)			(92,453	)
Total stockholders' deficit			(86,453	)			(2,018,528	)			-					(2,104,981	)
Total liabilities and stockholders' deficit		$	46,507			$	-			$	-				$	46,507

		Common Stock
		Shares				Amount				Additional Paid in Capital				Accumulated (Deficit)				Total
Balances, February 26, 2018 (Apotheca)			-			$				$	-			$	-			$	-
Balances, February 26, 2018 (Cannabis Leaf)			51,314,000				51,314				438,426				(289,831	)			199,909
Recapitalization on February 26, 2018			60,000,000				60,000				(2,562,268	)							(2,502,268	)
Net loss from February 26, 2018 through July 31, 2018 (Cannabis Leaf)															(2,218,437	)			(2,218,437	)
Net loss from February 26, 2018 through July 31, 2018 (Apotheca)															(92,453	)			(92,453	)
Elimination of accumulated deficit of Cannabis Leaf															2,508,268				2,508,268
Balances, July 31, 2018			111,314,000			$	111,314			$	(2,123,842	)		$	(92,453	)		$	(2,104,981	)

 

 

 

 

 

 

 

On June 2, 2017, our company entered into a short form Merger Agreement with our wholly owned subsidiary, Cannabis Leaf Incorporated, in order to effect a change of name of our company. Pursuant to the Merger Agreement, our company will be the surviving entity and will adopt the name of our subsidiary. Our subsidiary was incorporated solely for the purpose of the merger. Effective June 7, 2017, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving effect to the merger and the change of name of our company to Cannabis Leaf Incorporated. The Merger was approved by our board of directors and our subsidiary on June 2, 2017. In accordance with Nevada Revised Statutes (NRS) Section 92A.180, stockholder approval was not required.

 

On April 26, 2018 our company provided a Notice of Termination to Green Venture with respect to the Letter of Intent entered into by our company and Green Venture on October 24, 2017. No Consideration has been paid to date.

 

On March 6, 2018, an Agreement for Plan of Merger (the "Agreement") was entered into by our company and Apotheca Biosciences, Inc. ("Apotheca Biosciences"), a Nevada corporation. Such Agreement will result in the merger of Apotheca Biosciences into our company with our company to be the surviving entity under the name "Apotheca Biosciences, Inc.".

 

Pursuant to the Agreement, our company agreed to issue to Apotheca Biosciences sixty million (60,000,000) shares of our common stock in exchange for all of the shares of Apotheca Biosciences. This issuance will result in a change in control of our company. Upon execution of the Agreement, Apotheca Biosciences will receive the immediate right to the appointment of the directors and officers to our company, with our current officer resigning his officer positions. On April 24, 2018 our company issued 60,000,000 restricted common shares as the consideration under the Agreement.

 

On March 20, 2018 our company issued 831,330 and 142,670 restricted common shares in settlement of debt in the amounts of $166, 266 and $28,534 respectively.

 

On May 3, 2018 our company executed a Settlement and Release Agreement with Affordable Green Washington LLC (aka AGH WA, LLC) (the "Settlement Agreement") in order to terminate an Amended License Agreement dated June 1, 2017, cease the business relationship between the parties and remedy any defaults of the terms and conditions of the License Agreement. The compensation and settlement pertaining to Settlement Agreement is an aggregate total of 2,600,000 restricted common shares.

Effective August 2, 2018, Articles of Merger and the Merger Agreement were filed with the Nevada Secretary of State, giving effect to the merger and the change of name of our company to Apotheca Biosciences Incorporated. The Merger was approved by our board of directors and our subsidiary on March 31, 2018. In accordance with Nevada Revised Statutes (NRS) Section 92A.180, stockholder approval was not required.

 

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. We have minimal revenues and limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities for funding.

 

Business of the Company

 

Upon the completion of the Agreement with Apotheca Biosciences, we are now a company that develops cutting-edge medical products and nutraceuticals and formulates and delivers technologies for the healthcare and consumer care industry. Our pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids.

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Six months ended July 31, 2018 and July 31, 2017

 

Results of Operations

 

The following summary of our results of operations, for the six months ended July 31, 2018, should be read in conjunction with our financial statements, as included in this Form 10-Q.

 

		Six Months Ended
		July 31,								Change
		2018				2017				Amount				%
Revenues		$	—			$	—			$	—				—
General and administrative			26,420				23,168				3,252				14	%
Settlement expense			1,985,025				-				-				100	%
Interest expense, net			5,520				2,346				3,174				135	%
Loss on extinguishment of debt			201,472				—				201,472				100	%
Net Loss		$	2,218,437			$	25,514			$	2,192,923				8595	%

 

For the six months ended July 31, 2018, we incurred $26,420 in general and administrative expenses, $1,985,025 in license and permits, $5,520 in interest expense resulting in a net loss of $2,218,437. For the six months ended July 31, 2017, we incurred $23,168 in general and administrative expenses and $2,346 in interest expense, resulting in an operating and net loss of $25,5114.

 

Liquidity and Capital Resources

 

From October 6, 2014 (inception) through July 31, 2018, we have relied almost exclusively on funds raised from sales of shares of our common stock or by advances from related parties.  We may need to raise additional capital to carry out our business plan. There can be no assurance that we will be able to raise additional capital or if we are able to raise additional capital that the terms will be acceptable to us.

 

We had cash on hand of $0 and $0.00 at July 31, 2018 and January 31, 2018, respectively. Our primary needs for cash are for working capital.

 

 

	July 31,				January 31,				Change
	2018				2018				Amount				%
Current Assets		$	-			$	-			$	-				-	%
Current Liabilities			2,018,528				222,249				1,796,279				(808	)%
Working Deficiency		$	(2,018,528	)		$	(222,249	)		$	(1,796,279	)			(808	)%

 

 

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

 

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

As a "smaller reporting company", we are not required to provide the information required by this Item.

 

None.

 

None.

 

Not Applicable.

 

None.

 

 

 

 

 

* Filed herewith.

** Furnished herewith

 

 

 

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.