Current Report Filing (8-k)
March 09 2018 - 6:10AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) off The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
March 6, 2018
CANNABIS
LEAF INCORPORATED
(Exact
name of registrant as specified in charter)
Nevada
|
000-55467
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47-2055848
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4500
9
th
Avenue NE
Seattle,
Washington
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98105
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(Address
of principal executive offices)
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(Zip
Code)
|
(206)
430-6250
Registrant’s
telephone number
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the
"Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information
currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used
in the filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's
management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future
events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's
operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks
or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from
those anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements
to actual results.
Item
1.01 Entry into a Material Definitive Agreement
On
March 6, 2018, An Agreement for Plan of Merger (the “Agreement”) was entered into by Cannabis Leaf Incorporated. (“Cannabis
Leaf”), a Nevada Corporation, and Apotheca Biosciences, Inc. (“Apotheca Biosciences”), a Nevada Corporation.
Such Agreement will result in the merger of Apotheca Biosciences into Cannabis Leaf with the Corporation to survive as Apotheca
Biosciences.
Apotheca
Biosciences and Cannabis Leaf entered into the Merger Agreement where Cannabis Leaf agreed to issue Apotheca Biosciences sixty
million (60,000,000) common shares of Cannabis Leaf in exchange for all of the shares of Apotheca Biosciences. This issuance will
result in a change in control of Cannabis Leaf. Under the Agreement, upon closing, Apotheca Biosciences will receive the immediate
right to the appointment of the directors and officers of the surviving corporation by the resignation of the existing officer
of Cannabis Leaf and the simultaneous appointment of the officers and two additional directors.
Additionally,
the Parties have agreed to change the name of Cannabis Leaf to “Apotheca Biosciences, Inc.” under Nevada law.
The
Parties project the formal closing for the transaction to occur by the end of March 2018, with issuance of the control block of
shares, change of directors and officers, and resolution for the name change as required under Nevada law. The Company will file
combined audited financial statements under SEC guidelines.
SIGNATURES
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 hereunto duly authorized.
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CANNABIS
SCIENCE INCORPORATED
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|
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Date: March
8, 2018
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By:
/s/ Jason Sakowski
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Jason Sakowski, President
and CEO
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