ITEM
1. BUSINESS
Corporate
History
We
were incorporated on October 6, 2014 and are a startup exploration company without mining operations and we are in the business
of mineral exploration. We have no revenues, have achieved losses since inception, have been issued a going concern opinion by
our auditors and rely upon the sale of our securities to fund operations. We have not implemented our business plan to date. In
order complete Phase 1, with an estimated cost of $7,800 and Phase II, with an estimated cost of $22,374 of our anticipated exploration
program. We will need to raise additional funds, with Phase 1 expected to commence between May 1, 2016 and July 31, 2016. To date
we have not commenced our exploration program. Our mining claims the Delcer Buttes 1-12 are currently in good standing with Elko
County and Bureau of Land Management (BLM) There is no assurance that a commercially viable copper, lead, zinc, and tungsten
mineral deposit exists on our mining claims. Further exploration will be required before a final evaluation as to the economic
and legal feasibility of our mining claims can be determined. Even if we complete our current exploration program and it is successful
in identifying a copper, lead, zinc, and tungsten deposit, we will have to spend substantial funds on further drilling and engineering
studies before we will know if we have a commercially viable mineral deposit or reserve.
We
entered into a verbal agreement with our consulting Geologist DA Bending to act as an agent to prospect, locate, stake claims,
register claims and provide a preliminary geological report for us, and is comprised of one claim block of 12 claims or 240 acres,
respectively. The claims are located in the Ruby Valley Approximately 83km southeast of Elko Nevada. The nearest commercial
airport is at Reno, approximately 360 road miles from the property. The Delcer Buttes Property is in good standing with the State
of Nevada and The Bureau of Land Management (BLM) and is due for renewal on or before August 31, 2017 at a cost of approximately
$2,000. The claims are not accessible all year round, there are periods where our claims may be un-accessible each year due to
snow in the area. This means that our exploration activities may be limited to a period of about eight to nine months per year.
Further exploration is required before a final evaluation as to the economic and legal feasibility is required to determine whether
our mineral claims possess commercially exploitable mineral deposits. We have not, nor has any predecessor, identified any commercially
exploitable reserves of these minerals on our mineral claims.
On
August 31, 2017 the Company elected not re-new the Delcer Buttes Property claims and subsequently reverted back to the BLM (Bureau
of Land Management).
On
March 15, 2017, Mr. Laurie Stephenson was appointed as a member of the board of directors. Additionally, Mr. Stephenson was appointed
President, CEO, Secretary and Treasurer of the Corporation, immediately following the resignation of Wan Soo Lee as an officer
of the Corporation.
On
March 15, 2017 Mr. Kook Chong Yoo tendered his resignation as an officer and director of the Corporation. Additionally, On March
15, 2017 Mr. Wan Soo Lee tendered his resignation as an officer of the Corporation. Mr. Lee will remain as a director of the Corporation.
Additionally,
there have been no conflicts with the Corporation or other board members during Mr. Yoo’s tenure as an officer and director
and Mr. Lee’s tenure as an officer.
On
March 29, 2017 the Registrant entered into a Letter of Intent with Affordable Green Washington LLC of Tacoma WA to obtain an exclusive
license to market and distribute Affordable Green’s Products in the State of Washington.
The
terms of the Letter of Intent are $50,000 on or before April 30, 2017, $50,000 on or before May 31, 2017 and a balance of $2,000,000
within six months for an aggregate total of $2,100,000.
On
May 2, 2017 Mr. Jason Sakowski was appointed to the board of directors and as an officer of the Corporation. Immediately following
Mr. Sakowski’s appointment Laurence Stephenson resigned his positions as an officer and director of the Corporation.
There
have been no conflicts with the Corporation or other board members during Mr. Stephenson’s tenure as an officer and director
and his resignation was a result of conflicting schedules and personal reasons.
On
May 4, 2017, the Company entered into an exclusive License Agreement with Affordable Green Washington LLC.
The
License Fees shall be due and payable as follows:
$25,000
Due upon execution of the agreement receipt of which has been acknowledged by all parties; $25,000 Due on or before May 15, 2017;
and $50,000 Due on or before May 31, 2017; and $2,000,000 on or before September 30, 2017, with closing to occur on or before
May 31, 2017. There can be no assurance that the Company will be able to raise the requisite funding associated with the terms
and conditions of the License Agreement.
The
License also provides the Company with the right of first refusal to other states that has approved the medical and non-medical
application of Marijuana and related products, and first right of refusal for the country of Canada which has scheduled the legalization
of Marijuana for medical and non-medical use in 2018. Additionally, the agreement provides the Company with the opportunity to
white paper license (use their own Brand) with permission from Affordable Green Washington LLC.
The
License Agreement contains customary representations and warranties, any breaches of the representations and warranties will be
subject to customary indemnification provisions, subject to specified aggregate limits of liability. The foregoing summary description
of the terms of the License Agreement may not contain all information that is of interest to the reader. The license agreement
may be read in its entirety as Exhibit 10.1 to form 8-K filed with the SEC on May 9, 2017.
Additionally,
Director Wan Soo Lee resigned his position as a director on May 4, 2017
On
June 2, 2017 Pacificorp Holdings, Ltd., Nevada corporation (the “Company”), entered into a short form Merger Agreement
with the Company’s wholly owned subsidiary in order to effect the change of their corporate name. The name change was effected
through a parent/subsidiary short-form merger of the Company and its wholly-owned subsidiary, Cannabis Leaf Incorporated., a Nevada
Corporation (the “Subsidiary”), under Section 92A.180 of the Nevada Revised Statutes (“NRS”). Pursuant
to an Agreement of Merger, dated June 2, 2017 (the “
Merger Agreement
”), between the Company and the Subsidiary,
effective June 7, 2017, the Subsidiary merged with and into the Company and ceased to exist (the “Merger”). The Company
is the surviving entity and will adopt the Subsidiary’s name in the Merger.
To
effectuate the Merger, the Company filed Articles of Merger and the Merger Agreement with the Nevada Secretary of State on June
7, 2017. Copies of the Articles of Merger and Merger Agreement are filed as Exhibits 3.1 and 3.2, respectively, to this Form 8-K
and are incorporated by reference herein.
The
Merger was approved by the board of directors of the Company and the Subsidiary on June 2, 2017. In accordance with NRS Section
92A.180, stockholder approval was not required.
Increase
in Authorized Common shares and Forward Stock Split
On
June 2, 2017, the Company’ Board of Directors approved amending the Company’s Articles of Incorporation by filing
a Certificate of Change, pursuant to NRS 78.209, increasing its authorized shares from 100,000,000 shares of common stock at $.001
par value to 600,000,000 shares of common stock at $.001 par value; and affecting a 6 for 1 forward stock split (the “Forward
Split”). The Certificate of Change was filed with the Secretary of State of the State of Nevada on June 5, 2017. A copy
of the Certificate of Change is filed as Exhibit 3.3 to this Form 8-K and is incorporated by reference herein. In accordance with
the Forward Split, a shareholder holding 100 shares will receive 500 additional shares of common stock, so that the shareholder
will hold a total of 600 shares of common stock after the forward stock split. Shareholders will not need to return their
share certificates; the additional shares will be entered on the books of the Company’s stock transfer agent, Action Stock
Transfer. Shareholder may request certificates for the additional shares, at the shareholder’s expense, from the stock
transfer agent. The forward stock split will not change the relative voting power of our shareholders.
Other
than changing the Company’s name as a result of the Merger, increasing the authorized shares and affecting a 6 for 1 forward
stock split, there were no other changes to the Company’s Articles of Incorporation. None of these actions affect the rights
of the Company’s security holders.
On
August 1, 2017 Jason Sakowski the registrants current President and CEO and a director entered in to purchase agreements with
the former directors and officers of the Registrant to purchase an aggregate total of twenty seven million (27,000,000) Restricted
Common Shares, resulting in a change in control of the Registrant. The purchase price for the shares is $10,000 and $5,000 respectively
and is due and payable on or before March 31, 2018. To date this transaction has not closed.
On
October 24, 2017, Cannabis Leaf Incorporated (the “Company”) entered into a Letter of Intent (the “LOI”)
with Green Venture Capital Inc. (“Green Venture”) whereby the Company will be assigned Green Venture’s interest
in a Letter of Intent (the “MMS Farms LOI”) that Green Venture has with MMS Farms, LLC (“MMS Farms”).
MMS Farms owns a Tier 2 Recreational Marijuana Production and Processing License which allows MMS Farms to produce and process
recreational marijuana under the laws of the State of Washington.
Closing
will take place on the MMS Farms LOI is assigned to the Company by Green Venture and MMS Farms. The Company is to provide financing
of $500,000 to Green Venture, payable in installments. Further information will be disclosed once a definitive agreement is finalized.
Events
Subsequent to January 31, 2018
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.
On
March 20, 2018 the Company issued 831,330 and 142,670 restricted common shares in settlement of debt in the amounts of $166, 266
and $28,534 respectively.
On
April 24, 2018 the Company Issued a 60,000,000 restricted common shares as the consideration, as part of the terms and conditions
of the Merger Agreement between Cannabis Leaf and Apotheca Biosciences.
On
April 26, 2018 Cannabis Leaf, Inc. (the Registrant) provided a Notice of Termination to Green Venture Capital Inc., Pursuant to
the Letter of Intent entered into by Cannabis Leaf, Inc. and Green Venture Capital, Inc. on October 24, 2017 and pursuant to Section
L. of the Letter of Intent, No Consideration has been paid to date.
On
May 3, 2018 Cannabis Leaf, Inc. (the Registrant) executed a Settlement and Release Agreement with AGH WA, LLC in order to terminate
the License Agreement and cease the business relationship between the Parties, and remedy any defaults of the terms and conditions
of the License Agreement.
The
Compensation and Settlement pertaining to entering into the Settlement and Release Agreement is an aggregate total of 2,600,000
Restricted Common Shares.
We
anticipate that we will incur over the next twelve months the following expenses:
Category
|
|
Planned Expenditures Over
The Next 12 Months (US$)
|
Legal and Accounting Fees
|
|
$
|
25,000
|
|
TOTAL
|
|
$
|
25,000
|
|
Our
total expenditures over the next twelve months are anticipated to be approximately $25,000. Our cash on hand as of January 31,
2018 is $0. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional
financing in order to commence exploration on our mining concession.
Insurance
We
do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if
we are made a party to a liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment
could be rendered against us that could cause us to cease operations.
Competition
Currently,
we believe there appears to be a high level of competition in our territory and is expanding,
However,
we are a new entry into this marketplace and we are not well known. As such, we may compete with numerous providers of cannabis
and cannabis related products, many of which have far greater financial and other resources than we do.
Many
of these companies have established histories and relationships in providing cannabis and cannabis related products or products
in other markets that may enable them to attract talent, marketing support, and financing if they decide to enter the cannabis
and cannabis related products marketplace. We believe our products will be competitive in the market place and with potential
customers,
We
believe that our services will prove to be cost effective and easy for users to adopt and use. We also plan to market our
products and services through channel partners, to broaden our exposure to customers and users.
Research
and Development Expenditures
We
have not incurred any research expenditures since our incorporation.
Patents
and Trademarks
We
do not own, either legally or beneficially, any patent or trademark.
Employees;
Identification of Certain Significant Employees
Currently,
our board of directors devotes approximately 10-15 hours a week of their time to our operations. We currently have no other employees,
other than our board members. We will also frequently use third party consultants to assist in the completion of various projects.
Third parties are instrumental to keep the development of projects on time and on budget.
Government
Regulation
The
conduct of our business, and the production, distribution, sale, advertising, labeling, safety, transportation and use of our
products, may be subject to various laws and regulations administered by federal, state and local governmental agencies in North
America, as well as to foreign laws and regulations administered by government entities and agencies in markets where we may operate
and sell our products and services. We are unaware of any licenses or regulations that we have to adhere to and it is our policy
to abide by the laws and regulations that apply to our business.
We
may also be subject to a number of U.S. federal or state laws and regulations that affect companies conducting business on the
Internet, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business.
These may involve user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic
contracts and other communications, competition, protection of minors, consumer protection, taxation and online payment services.
We
will rely on legal and operational compliance programs, as well as local counsel, to guide our business in complying with applicable
laws and regulations of the jurisdictions in which we do business.
We
do not anticipate at this time that the cost of compliance with U.S. and foreign laws will have a material financial impact on
our operations, business or financial condition, but there are no guarantees that new regulatory and tariff legislation may not
have a material negative effect on our business in the future
WHERE
YOU CAN GET ADDITIONAL INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports
or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549.
You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access
these reports and other filings electronically on the SEC’s web site, www.sec.gov.