UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  FORM 10-K

   
   
  For the Fiscal Year Ended January 31, 2018
   
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

                       For the transition period from ________ to ______

 

CANNABIS LEAF, INC.

(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)
 

 

 

4500 9 th Avenue NE

Seattle WA 98105

 
   (Address of principal executive offices)  
     
    206-430-6250  
  (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 [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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Emerging Growth Company [ ]

 
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).Yes [ ] No [X]

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of July 31, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $15,343,800. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.

 

As of May 17, 2018, there were 110,314,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

Documents incorporated by reference: None

 

  

 

 

 

 

 

 

Table of Contents

 

    Page
  PART I  
     
Item 1 Business   3
Item 1A Risk Factors   7
Item 1B Unresolved Staff Comments   7
Item 2 Properties   8
Item 3 Legal Proceedings   8
Item 4 [REMOVED AND RESERVED]   8
     
  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   9
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   12
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   13
Item 9A Controls and Procedures   14
Item 9B Other Information   15
     
  PART III  
     
Item 10 Directors and Executive Officers and Corporate Governance   16
Item 11 Executive Compensation   19
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   20
Item 13 Certain Relationships and Related Transactions   21
Item 14 Principal Accountant Fees and Services   22
     
  PART IV  
     
Item 15 Exhibits   23
     

 

 

 

 

  1  

 

 

  

FORWARD-LOOKING STATEMENTS

 

  This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 

· The availability and adequacy of our cash flow to meet our requirements;

 

· Economic, competitive, demographic, business and other conditions in our local and regional markets;

 

· Changes or developments in laws, regulations or taxes in our industry;

 

· Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

 

· Competition in our industry;

 

· The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

 

· Changes in our business strategy, capital improvements or development plans;

 

· The availability of additional capital to support capital improvements and development; and

 

· Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Use of Term

 

Except as otherwise indicated by the context, references in this report to “Company”, “PCFP”, “we”, “us” and “our” are references to Cannabis Leaf, Inc.. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

 

 

  2  

 

  

PART I

 

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.

 

  3  

 

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.

  4  

 

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.

 

  5  

 

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.

 

  6  

 

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.

 

ITEM 1A.   RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 1B.   UNRESOLVED STAFF COMMENTS

 

None.

 

  7  

 

ITEM 2.      PROPERTIES

 

We neither rent nor own any properties. Until we pursue a viable business opportunity and recognize income, we will not seek commercial office space. We utilize home office space at the residence of our President to conduct activities at no charge. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

ITEM 3.      LEGAL PROCEEDINGS

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 4.      MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Common Stock

 

Our common stock had been quoted on the OTC Pink Sheets since October 2, 2015 under the symbol PCFP.

 

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTC Markets Pink Sheets for the quarterly periods indicated below based on our fiscal year end of January 31, 2018. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

 

During the year end January 31, 2017, our shares of common stock did not trade and the high and low quoted price was $1.00.

 

Fiscal Quarter   High   Low
First Quarter (February 1, 2017– April 31,2017)   $ 0     $ 0  
Second Quarter (May1, 2017– July 31, 2017)   $ 2.50     $ 0  
Third Quarter (August 1, 2017– October 31, 2017)   $ 1.50     $ .61  
Fourth Quarter (November 1, 2017–January 31, 2018)   $ 1.16     $ .57  

 

Record Holders

 

As of January 31, 2018, an aggregate of 50,340,000 shares of our Common Stock were issued and outstanding and were owned by approximately 4 holders of record, based on information provided by our transfer agent.

 

Recent Sales of Unregistered Securities

 

None.

 

  8  

 

Re-Purchase of Equity Securities

 

None.

 

Dividends

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

None .

  

ITEM 6.   SELECTED FINANCIAL DATA

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

RESULTS OF OPERATIONS

 

Operating Revenues

 

We have not generated any revenues since inception.

 

Operating Expenses and Net Loss

 

Operating expenses for the year ended January 31, 2018 were $188,149 compared with $14,771 for the year ended January 31, 2017. The increase in operating expenditures was a result of higher costs associated with filing the Company's ongoing reporting requirements and payments relating to our Licensing Agreement.

 

Net loss for the year ended January 31, 2018 was $195,780 compared with $17,786 for the year ended January 31, 2017. The overall increase in net loss of $177,994 was attributed to the higher costs associated with filing the Company's ongoing reporting requirements and payments relating to our Licensing Agreement

 

  9  

 

Liquidity and Capital Resources

 

Working Capital

 

    January 31, 2018   January 31, 2017
Current Assets   $ —       $ 489  
Current Liabilities   $ 222,249     $ 33,135  
Working Capital Deficiency   $ (222,249 )     (32,646 )

 

Cash Flows

 

    Year Ended   Year Ended
    January 31, 2018   January 31, 2017
Cash Flows used in Operating Activities   $ (34,089 )   $ (3,341 )
Cash Flows used in Investing Activities     (142,455 )     —    
Cash Flows provided by Financing Activities     176,055       472  
Net Cash Decrease During the Year   $ (489 )   $ (2,869 )

 

As at January 31, 2018, the Company’s cash balance was $0 compared to $489 as at January 31, 2017 and the total assets were $0 compared with $489 as at January 31, 2017.

 

As at January 31, 2018, the Company had total liabilities of $222,249 compared with total liabilities of $33,135 as at January 31, 2017. The change in total liabilities was attributed to increases in accounts payable and loans from unrelated and related parties for payment of operating expenses and licensing fees.

 

As at January 31, 2018, the Company had a working capital deficiency of $222,249 compared with $32,646 as at January 31, 2017. The decrease in working capital was attributed to the costs associated with filing the Company's ongoing reporting requirements and increases in accounts payable and loans from unrelated and related parties to fund operations.

.

Cashflow from Operating Activities

 

During the year ended January 31, 2018, the Company used $34,089 of cash for operating activities compared to the use of $3,341 of cash for operating activities during the year ended January 31, 2017.

 

Cashflow from Investing Activities

 

During the year ended January 31, 2018, the Company used $142,455 of cash for investing activities compared to the use of $0 of cash for investing activities during the year ended January 31, 2017. Investing activities in the year ended 2018 related to the deposit on our license.

 

Cashflow from Financing Activities

 

During the year ended January 31, 2018, the Company received $176,055 of cash from financing activities compared to $472 for the year ended January 31, 2017. During the year ended 208, the Company received $18,600 from a related party and loans totaling $157,455 from an unrelated party.

 

  10  

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

 

Critical Accounting Policies

 

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Recently Issued Accounting Pronouncements

 

Refer to Note 2 - Significant Accounting Policies in the financial statements that are included in this Report.

 

Contractual Obligations

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

Financial Statements

 

Cannabis Leaf, Inc.

 

 

      Index  
Report of Independent Registered Public Accounting Firms     F-1  
Balance Sheets     F-3  
Statements of Operations     F-4  
Statement of Changes in Shareholders’ Deficit     F-5  
Statements of Cash Flows     F-6  
Notes to the Financial Statements     F-7 to F-11  

 

 

 

  12  

 

 

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Cannabis Leaf, Inc.

Opinion on the Financial Statements

 
We have audited the accompanying balance sheet of Cannabis Leaf, Inc. (the "Company") as of January 31, 2018, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

/s/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2017

Lakewood, CO

May 17, 2018

 

 

 

   F- 1  

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders

 

Pacificorp Holdings, LTD

 

We have audited the accompanying balance sheets of Pacificorp Holdings, LTD as of January 31, 2017 and the related statements of operations, changes in stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

  

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pacificorp Holdings, Ltd. as of January 31, 2017 and the related statement of operations, changes in stockholders’ equity and cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had no revenues and earnings since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3, which includes achieving profitable operations and raising additional funds through financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ TAAD, LLP

 

Walnut, CA

May 12, 2017

 

 

 

 

 

   F- 2  

 

 

CANNABIS LEAF, INC.

(FORMERLY PACIFICORP HOLDINGS, LTD.)

BALANCE SHEETS

 

    As of   As of
    January 31,   January 31,
    2018   2017
Assets                
Current assets                
Cash   $ —       $ 489  
Total Assets     —         489  
                 
Liabilities and Shareholders' Deficit                
Current liabilities                
Accounts payable and accrued liabilities   $ 17,660     $ 4,601  
Loans payable     157,455       —    
Loans payable - related parties     47,134       28,534  
Total current liabilities     222,249       33,135  
Total liabilities     222,249       33,135  
                 
Shareholders' Deficit                
Common stock: 600,000,000 shares authorized; $0.001 par value                
50,340,000 shares issued and outstanding at January 31, 2018 and 2017     50,340       50,340  
Additional paid in capital     17,242       11,065  
Accumulated deficit     (289,831 )     (94,051 )
Total Shareholders' Deficit     (222,249 )     (32,646 )
                 
Total Liabilities and Shareholders' Deficit   $ —       $ 489  

 

 

 

All amounts have been adjusted retroactively to take into account a 6 to 1 forward split

The accompanying notes are an integral part of these financial statements.

 

 

 

   F- 3  

 

 

  

CANNABIS LEAF, INC.

(FORMERLY PACIFICORP HOLDINGS, LTD.)

STATEMENTS OF OPERATIONS

 

    For the Year Ended January 31,
    2018   2017
         
Operating Expenses                
General and administrative   $ 45,694       14,771  
Impairment of deposit on license     79,975       —    
License and permits     62,480       —    
   Total operating expenses     188,149       14,771  
                 
Operating Loss     (188,149 )     (14,771 )
                 
Other income (expense)                
Interest expense, net     (7,631 )     (3,015 )
   Total other expenses     (7,631 )     (3,015 )
                 
Net loss before income taxes     (195,780 )     (17,786 )
Provision for income taxes     —         —    
                 
Net Loss   $ (195,780 )   $ (17,786 )
                 
Basic and diluted loss per common share   $ (0.00 )   $ (0.00 )
Basic and diluted weighted average common shares outstanding     50,340,000       50,340,000  

 

All amounts have been adjusted retroactively to take into account a 6 to 1 forward split

  The accompanying notes are an integral part of these financial statements.

 

 

 

   F- 4  

 

 

 

CANNABIS LEAF, INC.

(FORMERLY PACIFICORP HOLDINGS, LTD.)

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 

 

            Additional        
    Common Stock   Paid in   Accumulated    
    Number of shares   Amount   Capital   Deficit   Total
 Balance February 1, 2016     50,340,000     $ 50,340     $ —       $ (76,265 )   $ (25,925 )
                                         
Imputed Interest Expense     —         —         3,015       —         3,015  
Shareholder Contributions     —         —         8,050       —         8,050  
Net loss     —         —         —         (17,786 )     (17,786 )
Balance - January 31, 2017     50,340,000       50,340       11,065       (94,051 )     (32,646 )
                                         
Imputed Interest Expense     —         —         2,677       —         2,677  
Shareholder Contributions     —         —         3,500       —         3,500  
Net loss     —         —         —         (195,780 )     (195,780 )
Balance - January 31, 2018     50,340,000     $ 50,340     $ 17,242     $ (289,821 )   $ (222,249 )

 

   

 All amounts have been adjusted retroactively to take into account a 6 to 1 forward split

  The accompanying notes are an integral part of these financial statements.

 

 

   F- 5  

 

 

 

CANNABIS LEAF, INC.

(FORMERLY PACIFICORP HOLDINGS, LTD.)

STATEMENTS OF CASH FLOWS

 

    For the Year Ended January 31,
    2018   2017
         
Cash Used in Operating Activities                
Net loss for the period   $ (195,780 )   $ (17,786 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Imputed interest expense     2,677       3,015  
Expenses paid by a related party     3,500       8,050  
Impairment of license deposit     79,975       —    
License expense     62,480       —    
Changes in non-cash working capital balances:                
Accounts payable and accrued liabilities     13,059       3,380  
Net cash used in operating activities     (34,089 )     (3,341 )
                 
Cash Flows Used in Investing Activities                
Deposit on license     (142,455 )     —    
Net cash used in Investing Activities     (142,455 )     —    
                 
Cash Provided by Financing Activities                
Proceeds from related party loan     18,600       472  
Proceeds from unrelated party loan     157,455       —    
Net cash provided by Financing Activities     176,055       472  
                 
Net decrease in cash for the year     (489 )     (2,869 )
Cash at beginning of the year     489       3,358  
Cash at end of the year   $ —       $ 489  
                 
Supplemental Cash Flow Information:                
Cash paid for income taxes   $ —       $ —    
Cash paid for interest   $ —       $ —    

 

  All amounts have been adjusted retroactively to take into account a 6 to 1 forward split

The accompanying notes are an integral part of these financial statements.

 

 

 

   F- 6  

 

 

 

CANNABIS LEAF, INC.

(FORMERLY PACIFICORP HOLDINGS, LTD.)

NOTES TO THE FINANCIAL STATEMENTS

JANUARY 31, 2018 AND 2017

 

NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION

 

Cannabis Leaf, Inc. (the "Company") was incorporated in the State of Nevada on October 6, 2014, as Pacificorp Holdings, Ltd. The Company was organized to develop and explore mineral properties in the State of Nevada.

 

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company. The Company has changed it business from a mining and exploration company and entered in to an exclusive license agreement with Affordable Green LLC of Tacoma WA. Additionally, the Company has changed its name as a result of a merger with the Company’s wholly owned subsidiary Cannabis Leaf, Inc. as a result of this merger Pacificorp adopted the name of the subsidiary. There were no assets purchased or shares exchanged.

 

Forward Split

 

On June 26, 2017 FINRA approved a 6 to 1 forward split, all numbers reflected in the Financial Statements account for the forward split and have been retroactively adjusted.

 

NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is January 31.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of January 31, 2018 and 2017, cash and cash equivalents was $0 and $498, respectively.

 

   F- 7  

 

Financial Instruments

 

The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, notes payable and due to related parties. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

 

Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740,  "Income Taxes".  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. At January 31, 2018 and 2017, the Company recognized a full valuation allowance against the recorded deferred tax assets.

 

Net Loss Per Share of Common Stock

 

The Company follows - ASC Topic 260,  “Earnings per Share”  (“EPS”), which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share are computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the year ended January 31, 2018 and 2017, the Company did have any potentially dilutive securities.

 

Contingencies

 

The Company follows ASC 450-20,  “Loss Contingencies”  to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no loss contingencies as of January 31, 2018 and 2017.

 

Revenue Recognition


Effective January 1, 2018, the Company Adopted ASC 606 , “Revenue from Contracts with Customers.” The Company has evaluated the new guidance and its adoption did not have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. The will be no change to the Company’s accounting policies.

   F- 8  

 

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was schedule to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09. The Company will evaluate the effects of adopting the standard if and when it is deemed to be applicable.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the effects of adopting ASU 2016-02 on its consolidated financial statements but the adoption is not expected to have a significant impact on the Company’s consolidated financial statements as of the date of the filing of this report.

 

In January 2017, the FASB issued ASU No. 2017-01,  “Business Combinations (Topic 805): Clarifying the Definition of a Business.”  This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018. The Company will evaluate the effects of adopting the standard if and when it is deemed to be applicable.

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

 

   F- 9  

 

NOTE 3 – GOING CONCERN

 

The Company accounts for going concern matters under the guidance of ASU 2014-15,  “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern  (“ASU 2014-15”). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt.

 

These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As of January 31, 2018, the Company has incurred losses totaling $289,831 since inception, has not yet generated significant revenue from its operations, and will require additional funds to maintain our operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through continued financial support from its shareholders, the issuance of debt securities and private placements of common stock. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 - DEPOSIT ON LICENSE IMPAIRMENT

 

As of January 31, 2018, the Company has paid a total of $142,455 as a deposit on their License with Affordable Green LLC. During the year ended January 31, 2018, the Company recorded impairment charges related to the deposit paid to Affordable Green LLC totaling $79,975 and expensed $62,480, as the Company failed to make the requisite payments under the terms of the agreement. Additionally, there is not an amended or new agreement currently in place. The Company is continuing to make payments on the license and is recognizing costs related to these activities as expenses during the period in which they are incurred. All funds used for the deposit on license were received by way of short term loans that bear a 5% annual interest rate. 

 

NOTE 5 – NOTE PAYABLE FROM RELATED PARTY

As of January 31, 2018 and 2017, the Company received advances totaling $47,134 and $28,534, respectively from related parties, the advances are unsecured, of which $28,534 is non-interest bearing and is due upon demand giving 30 days written notice to the borrower. A balance of $18,600 was received from a related party and bares an interest rate of 5% per annum, and is due upon demand giving 30 days written notice to the borrower. The Company has recorded imputed interest of $2,677 and accrued interest of $710 respectively for the year ended January 31, 2018.

 

 

   F- 10  

 

NOTE 6 – RELATED PARTY CONTRIBUTIONS

During the year ended January 31, 2018 and 2017 the Company received contributions totaling $3,500 and $8,050, respectively from a related party, these contributions are not to be repaid and are recorded under additional paid in capital.

NOTE 7 – NOTE PAYABLE

 

As of January 31, 2018 the Company received advances totaling $157,455 from an unrelated party, the advances are unsecured and bares an interest rate of 5% per annum, and is due upon demand giving 30 days written notice to the borrower. The Company has recorded accrued interest of $4,157 for the year ended January 31, 2018.

 

NOTE 8 –EQUITY

 

The Company has authorized 600,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

As of January 31, 2018 and 2017, the company had 50,340,000 shares of common stock issued and outstanding.

 

NOTE 9 –FORWARD STOCK SPLIT

 

On June 26, 2017 FINRA approved a 6 to 1 forward split, all numbers reflected in the Financial Statements account for the forward split and have been retroactively adjusted.

 

NOTE 10 - SUBSEQUENT EVENTS

 

On May 3, 2018 Cannabis Leaf, Inc. (the Registrant) entered into 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.

 

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 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.

 

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.

 

 

   F- 11  

 

 

  

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

 On December 14, 2017, Cannabis Leaf, Inc. (the “Company”) dismissed TAAD, LLP as its independent registered public accounting firm.

 

(i)  TAAD LLP’s report on the Company’s financial statements for the fiscal years ended January 31, 2018 and January 31, 2017 contained an opinion on the uncertainty of the Company to continue as a going concern because of the Company’s need to raise additional working capital to service its debt and for its planned activity.

 

(ii)  Other than as disclosed in Item 4.01(a)(ii) TAAD, LLP’s report on the financial statements for either of the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, disclaimer of opinion, modification, or qualification in accordance with 304(a)(1)(ii) of Regulation S-K.

 

(iii) The Company’s Board of Directors approved the decision to change its independent registered public accounting firm.

 

(iv)  During the fiscal years ended January 31, 2018 and January 31, 2017, and the subsequent interim periods and further through the date of dismissal of, there have been no disagreements with TAAD, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of, would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report on the Company’s financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

 

(v)  During the fiscal years ended January 31, 2018 and January 31, 2017, and further through the date of dismissal of TAAD, LLP , TAAD, LLP  did not advise the Company on any matter set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.

 

(vi) The Company Dismissed TAAD LLP as a decision by Management

                 

Engagement of New Independent Registered Public Accounting Firm  

 

On December 15, 2017 the Company engaged (“BF Borgers CPA, PC) as our new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending January 31, 2018. During the past two fiscal years and the subsequent interim periods preceding the engagement, the Company did not consult with  BF Borgers CPA, PC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by BF Borgers CPA, PC concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304 (a)(1)(v) of Regulation S-K.

 

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the last two fiscal years and subsequent interim periods.

 

  13  

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2018. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2018 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").  

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2017, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

  14  

 

  1.      We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
   
  2.      We did not maintain appropriate cash controls – As of January 31, 2018, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts.  Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
     
  3. We did not implement appropriate information technology controls – As at January 31, 2018 the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

     

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2018 based on criteria established in Internal Control—Integrated Framework issued by COSO. 

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of January 31, 2018, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

 

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

 

     
  1. Our Board of Directors will endeavor to nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year, 2017- 2018.
   
  2. We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

 

  ITEM 9B. OTHER INFORMATION.

 

None.

 

  15  

 

PART III

 

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS.

 

Identification of Directors and Executive Officers

 

The following table sets forth the names and ages of our current director(s) and executive officer(s):

 

Name   Age   Position with the Company   Director Since
Jason Sakowski     50     CEO, CFO, President Treasurer, Secretary, & Director   May 2, 2017

 

The board of directors has no nominating, audit or compensation committee at this time.

 

Term of Office

 

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada General Corporate Law. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation

-

Background and Business Experience

 

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

 

Jason Sakowski: Mr. Sakowski was appointed to the board of directors on May 2, 2017. He is currently President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary, Director of Global Karaoke Network, Inc. Mr. Sakowski has executive management experience in the music industry. He began his career working with up and coming rock bands such as Nickelback, Jar and Noise Therapy. He became well known in the North American and international touring circuit over the next decade, hitting the road with such platinum and multi-platinum selling artists as Nickelback, Theory Of A Deadman, Three Days Grace, All American Rejects, and Hoobastank. In the process, he gained considerable experience and knowledge about breaking and developing bands from the beginning stages to global success. Mr. Sakowski served as the Production Manager for Hoobastank from January 2005 through October of 2010. In November of 2007, he founded his own management company called 38 Entertainment, Inc. and he currently serves as its President. In December of 2010 Mr. Sakowski became President of Arsenic Records, a full service record/management company based in Nashville, Tennessee. Currently, he is working on various projects with Chris Henderson of 3 Doors Down and world-renowned producer/engineer, Kevin Churko, along with record producer Toby Wright.

 

. Identification of Significant Employees

 

We have no significant employees other than our Board of Directors

 

Family Relationships

 

We currently do not have any officers or directors of our Company who are related to each other.

 

  16  

 

Involvement in Certain Legal Proceedings

 

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

 

(1)   A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

(2)   Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

(3)   Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

i.   Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii.   Engaging in any type of business practice; or

 

iii.   Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(4)   Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

(5)   Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

(6)   Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

(7)   Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i.   Any Federal or State securities or commodities law or regulation; or

 

ii.   Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

iii.   Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

  17  

 

(8)   Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Audit Committee and Audit Committee Financial Expert

 

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities.  The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

 

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles.

 

The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and Independent Registered Public Accounting Firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

 

Code of Ethics

 

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer.  A written copy of the Code is available on written request to the Company and is filed with the SEC on as part of the Company’s S-1 that is incorporated by reference hereto as Exhibit 14.01.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended January 31, 2018, Forms 5 and any amendments thereto furnished to us with respect to the year ended January 31, 2018, and the representations made by the reporting persons to us, we believe that during the year ended January 31, 2018, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

 

  18  

 

ITEM 11.            EXECUTIVE COMPENSATION

 

The following table sets forth the compensation paid to our executive officers during the twelve month periods ended January 31, 2018 and 2017: 

 

Summary Compensation Table

 

Name   Fiscal   Salary   Bonus   Stock   Option   Non-Equity   Change in   All Other Compensation   Total
and   Year   ($)   ($)   Awards   Awards   Incentive   Pension   ($)   ($)
Principal   Ended           ($)   ($)   Plan   Value and        
Position   Mar-31                   Compensation   Nonqualified        
                        ($)   Deferred        
                            Compensation        
                            Earnings        
                            ($)        
Jason Sakowski (1) President, Secretary, CEO, CFO, , and Director     2018       -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
                                                                         
                                                                         
      2017       -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
                                                                         
Laurence Stephenson (2)President, CEO, Secretary, Treasurer and Director     2017       -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  

   

1. Jason Sakowski was appointed to the Board of Directors and as an officer and director on May 2, 2017, and is currently the sole officer and director of the Company.

 

2. Laurence Stevenson was appointed to the board of directors on March 15, 2017 and subsequently resigned his positions as an officer and director on May 2, 2017.

 

Narrative Disclosure to Summary Compensation Table

 

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

 

  19  

 

Outstanding Equity Awards at Fiscal Year-End

 

No executive officer received any equity awards, or holds exercisable or exercisable options, as of the year ended January 31, 2018.

 

Long-Term Incentive Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  

 

Compensation Committee

 

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

 

Compensation of Directors

 

Our directors receive no compensation for their service on our Board of Directors.

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

Security Ownership

 

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of January 31, 2018, by: (i) our directors; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

 

On March 9, 2018 former director Kook Ching Yoo voluntarily retired 9,000,000 of 18,000,000 shares owned by him.

 

Name and Address of Beneficial Owner  

 

 

Title of Class

 

Amount and Nature of Beneficial

Ownership(1)

(#)

 

 

Percent of Class(2)

(%)

Wan Soo Lee     Common       18,000,000       35,755 %
Kook Chong Yoo     Common       18,000,000       35.755 %
All Persons as a Group (2 Persons)     Common       36,000,000       71.51 %

 

 

  20  

 

1.

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

 

   
2. Based on 50,340,000 issued and outstanding shares of Common Stock as of January 31, 2018
   

 

Changes in Control

 

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. As of May 10, 2018 this transaction has not closed.

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Related Party Transactions

 

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

 

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

 

·         Disclosing such transactions in reports where required;

 

·         Disclosing in any and all filings with the SEC, where required;

 

·         Obtaining disinterested directors consent; and

 

·         Obtaining shareholder consent where required.

 

  21  

 

Director Independence

 

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

According to the NASDAQ definition, Wan Soo Lee is not an independent director because he is also an executive officer of the Company.

 

According to the NASDAQ definition, Kook Chong Yoo is not an independent director because he is an officer of the Company.

 

Review, Approval or Ratification of Transactions with Related Persons

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

   

Year Ended

January 31, 2018

 

Year Ended

January 31, 2017

Audit fees   $ 14,000     $ 8,700  
Audit-related fees   $ 0     $ 0  
Tax fees   $ 0     $ 0  
All other fees   $ 0     $ 0  
Total   $ 14,000     $ 8,700  

 

Audit Fees

 

During the fiscal years ended January 31, 2018 and 2017, we incurred approximately $14,000 and $8,700 respectively in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended January 31, 2018.

 

Audit-Related Fees

 

The aggregate fees billed during the fiscal years ended January 31, 2018 and 2017 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) was $14,000 and $8,700, respectively.

 

Tax Fees

 

The aggregate fees billed during the fiscal years ended January 31, 2018 and 2017 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.

 

All Other Fees

 

The aggregate fees billed during the fiscal year ended January 31, 2018, and 2017 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0.

  22  

 

 

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.
32.1 CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Filed herewith.

 

 

[Signature Page to Follow]

 

 

  23  

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  CANNABIS LEAF, INC.  
     
Date: May 18, 2018 By: /s/ Jason Sakowski  
    Jason Sakowski  
    Chief Executive Officer  

 

Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Capacity   Date
         
/s/ Jason Sakowski   Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors   May 18, 2018
Jason Sakowski   (Principal Executive Officer and Principal Financial and Accounting Officer)    
         

 

 

  24