Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to__________________________

Commission File Number 000-55906

EPHS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)


Nevada		82-4383947
(State or other jurisdiction of incorporation or formation)		(I.R.S. employer identification number)

5490 Notre Dame Est, Montreal, Quebec, Canada H1N 2C4

(Address of principal executive offices) (Zip code)

(212) 321-0091

(Registrant's telephone number, including area code)

7694 Colony Palm Drive

Boynton Beach, Florida 33436

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes þ No ¨

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 þ	Smaller reporting company þ
	Emerging growth company ¨

If an emerging growth company, indicate by checkmark 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 13(a) 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 þ

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

As of May 17, 2019, the registrant had 72,160,628 shares of common stock outstanding.

EPHS HOLDINGS, INC.

INDEX



		Page No.
PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	1
	Consolidated Balance Sheets at March 31, 2019 (unaudited) and December 31, 2018	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (unaudited)	2
	Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2019 (unaudited)	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 4.	CONTROLS AND PROCEDURES	15

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	MINE SAFETY DISCLOSURES	16
ITEM 5.	OTHER INFORMATION	16
ITEM 6.	EXHIBITS	16

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements.

EPHS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,			December 31,
	2019			2018

ASSETS
Current assets
Cash and cash equivalents	$	33,189		$	528,246
Sales tax receivable		17,976			4,763
Prepaid expenses and other current assets		8,429			5,404
Total current assets		59,594			538,413

Property and equipment		231,817			153,142
Right-of-use assets		119,177			—
Land		2,583,022			—
Security deposit		6,467			6,335
Total assets	$	3,000,077		$	697,890

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	189,648		$	95,365
Accrued interest		19,387			—
Other payable		3,819			8,612
Lease liability		40,312			—
Due to related party - note payable		210,882			4,136
Total current liabilities		464,048			108,113

Lease liability		78,865			—
Mortgage payable		1,254,342			—
Total liabilities		1,797,255			108,113

Stockholders' deficit
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 72,160,628 shares issued and outstanding as of March 31, 2019 and 63,299,592 issued and outstanding as of December 31, 2018		72,161			63,300
Additional paid in capital		2,662,344			1,839,253
Accumulated deficit		(1,481,852	)		(1,269,027	)
Accumulated other comprehensive loss		(49,831	)		(43,749	)
Total stockholders' deficit		1,202,822			589,777
Total liabilities and stockholders' deficit	$	3,000,077		$	697,890

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

EPHS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended March 31,
	2019			2018
Total revenue	$	—		$	—
Cost of revenue		—			—
Gross profit		—			—

Operating expenses		192,325			98,357

Loss from Operations		(192,325	)		(98,357	)

Other expense
Interest expense		(19,421	)		—
Exchange loss		(1,079	)		—
Total other expense		(20,500	)		—

Federal income tax expense		—			—

Net loss	$	(212,825	)	$	(98,357	)

Other comprehensive loss
Foreign currency translation loss		(6,082	)		(10,564	)
Total comprehensive loss	$	(218,907	)	$	(108,921	)

Weighted average shares - basic and diluted		70,324,945			124,034,225
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)

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

EPHS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)


											Accumulated
					Additional						Other
	Common Stock				Paid			Accumulated			Comprehensive
	Shares		Amount		in Capital			Deficit			Loss			Total
BALANCES, December 31, 2017		20,000,000	$	20,000	$	(19,920	)	$	(735,552	)	$	(20,915	)	$	(756,387	)
Recap of EPHS Holdings, Inc.		113,600,892		113,601		(120,199	)		—			—			(6,598	)
Debt forgiveness by shareholders		—		—		812,113			—			—			812,113
Foreign currency translation		—		—		—			—			(10,564	)		(10,564	)
Capital contribution		—		—		219,796			—			—			219,796
Net Income		—		—		—			(98,357	)		—			(98,357	)
BALANCES, March 31, 2018		133,600,892		133,601		891,790			(833,909	)		(31,479	)		160,003


											Accumulated
					Additional						Other
	Common Stock				Paid			Accumulated			Comprehensive
	Shares		Amount		in Capital			Deficit			Loss			Total
BALANCES, December 31, 2018		63,299,592	$	63,300	$	1,839,253		$	(1,269,027	)	$	(43,749	)	$	589,777
Issuance of common stock		761,036		761		(761	)		—			—			—
Acquisition of MVC		8,100,000		8,100		402,702			—			—			410,802
Capital contribution		—		—		421,150			—			—			421,150
Foreign currency translation		—		—		—			—			(6,082	)		(6,082	)
Net loss		—		—		—			(212,825	)		—			(212,825	)
BALANCES, March 31, 2019		72,160,628		72,161		2,662,344			(1,481,852	)		(49,831	)		1,202,822

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

EPHS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(212,825	)	$	(98,357	)
Adjustments to reconcile net loss to net cash
Depreciation expense		13,533			13,348
Amortization of right-of-use asset		10,679			—
Accretion of lease liability		2,488			—
Changes in operating assets and liabilities:
Sales tax receivable		(13,113	)		553
Accounts payable		93,820			28,758
Accrued interest		19,387			—
Other payable		(4,994	)		—
Prepaid expenses		(3,030	)		(8,035	)
CASH USED IN OPERATING ACTIVITIES		(94,055	)		(63,733	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(88,954	)		(99,298	)
Acquisition of MVC		410,802			—
Acquisition of land		(2,583,022	)		—
CASH USED IN INVESTING ACTIVITIES		(2,261,174	)		(99,298	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loan payable to shareholders		207,101			16,316
Proceeds from mortgage		1,254,342			—
Capital contribution		421,150			219,796
CASH PROVIDED BY FINANCING ACTIVITIES		1,882,593			236,112

Effect of translation changes on cash		(22,421	)		(4,585	)

Change in cash and cash equivalents		(495,057	)		68,496

Cash, beginning of period		528,246			4,195

Cash, end of period	$	33,189		$	72,691

NON-CASH DISCLOSURES
Recognition of right-of-use asset and lease liability	$	129,810		$	—

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

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

EPHS Holdings, Inc. (the "Company") was incorporated in the State of Nevada on January 28, 1999. The Company's original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land based ores. The Company was originally known as Quantum Induction Technology, Inc. On November 30, 2011 the Company changed its name to Quantumbit, Inc. and continued to operate under this name until September 25, 2013 when the Company's name was changed to Sertant, Inc. The Company ceased operations in January 2015.

In February 2017, one of the Company's shareholder sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company's shareholders. In July 2017, the court appointed an exclusive receiver over the Company. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder. In January 2018, the Company's name was changed to EPHS Holdings, Inc.

On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, 75,000,000 shares of the Company's common stock for $110,000 which represented approximately 62% of the Company's issued and outstanding shares of common stock.

On February 27, 2018, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. ("Emerald"), all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger (the "Merger"). Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Emerald becoming a wholly owned subsidiary of the Company. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Merger.

Under generally accepted accounting principles in the United States ("US GAAP"), because the combined entity will ‎ be dependent on Emerald's senior management, the merger was accounted for as a recapitalization effected by a ‎ share exchange, wherein Emerald is considered the acquirer for accounting and financial reporting purposes. On the Merger dated, the ‎ assets and liabilities of Emerald have been brought forward at their book value and consolidated with EPHS Holdings, Inc.’s assets, which comprised of cash and cash equivalents of $58,075 and prepaid expenses and current assets of $5,000 and liabilities which comprises accounts payable of $3,576 (see Note 2 Principles of Consolidation below). No goodwill has been ‎ recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated ‎ financial statements are those of Emerald and are recorded at the historical cost basis of Emerald. ‎

On November 6, 2018, the Company executed a Share Exchange Agreement with Merritt Valley Cannabis Corp. (“MVC”) (the “MVC Transaction”) and its shareholders (the “MVC Shareholders”) whereby MVC Shareholders agreed to exchange all of their respective shares in MVC in consideration for 8,100,000 shares of EPHS common stock, with a par value of $0.001 per share (the “MVC Transaction”). In furtherance of the MVC Transaction, on January 4, 2019, the Company completed the purchase of lands located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. On January 11, 2019, the Company and MVC completed the MVC Transaction.

‎ In January 2017, the FASB issued ASU 2017-01, which changes the definition of a business. The new guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If that threshold is met, the set of assets and activities is not a business. On the acquisition date, MVC only had petty cash in the amount of $14 and land deposit for land purchase in the amount of $410,788. MVC did not commence any operations at the acquisition date. Based on above, the significant asset of MVC on the acquisition date was the land deposit, which was regarded as a single identifiable asset. Therefore, this acquisition was treated as an asset acquisition under ASC 805-50 instead of a business acquisition.

The Company's fiscal year end is December 31.

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared in accordance with US GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC. A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. Term deposits that the Company cannot use for current transactions because they are pledged as security are excluded from cash and cash equivalents.

Property and Equipment

Property and equipment is stated at cost. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment.

Foreign Exchange Translation

The functional currency of the subsidiary is the Canadian Dollar ("CAD"). For financial statement purposes, the reporting currency is the United States Dollar ("USD").

For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows.

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit).

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

Impairment of Long-lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, "Property, Plant and Equipment" ("ASC 360"). The test for impairment is required to be performed by management at least annually. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Sales Tax Receivable

The Company is charged approximately 12% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) of 5% and Provincial (Quebec) of 7%. The Company is reimbursed for all Federal sales taxes paid to suppliers. The Company has not charged sales taxes on product sold as it has no revenues.

Net Loss Per Share, Basic and Diluted

Basic loss per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of March 31, 2019.

Related Party Transactions

The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition.

Subsequent Event

The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

Leasing

Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, “Leases (Topic 842)” which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company’s consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of CAD 173,343 (approximately $129,810 based on the exchange rate of 0.748861 as of March ‎ ‎ 31, 2019) and corresponding lease liabilities of CAD 173,343 (approximately $129,810 based on the exchange rate of 0.748861 as of March 31, 2019) as of January 1, 2019 for leases classified as operating leases.

The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 8 for additional information about leases.

Stock-Based Compensation

Share-based awards granted to non-employees are accounted for in accordance with ASC 505-50 Equity-Based Payments ‎ to Non-Employee. All transactions in which services are received in exchange for share-based awards are accounted for ‎ based on the fair value of the consideration received or the fair value of the awards issued, whichever is more reliably ‎ measurable. Share-based compensation is measured at fair value at the earlier of the commitment date or the date the ‎ services are completed. The Group re-measure the awards using the then-current fair value at each reporting date until the ‎ measurement date, generally when the services are completed, and awards are vested and attribute the changes in those fair ‎ values over the service period by the straight-line method. ‎

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, and accounts payable approximate their fair values at March 31, 2019 and December 31, 2018, respectively, principally due to the short-term nature of the above listed items.

Recent Accounting Pronouncements

The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term.

During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07") to simplify the accounting for share- based payments to nonemployees by aligning it with the accounting for share-based payments to employees. ASU No. 2018-07 is effective for the Company for fiscal years beginning after December 31, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company has adopted ASU No. 2018-07, and the adoption of ASU No. 2018-07 did not have a material impact on its financial statements.

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. However, the Company has no revenues. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In spite of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 - PROPERTY AND EQUIPMENT


	March 31,			December 31,
Classification	2019			2018
Furniture	$	178,128		$	170,341
Leasehold improvements		292,355			203,387
Total cost of property and equipment		470,483			373,728
Accumulated depreciation		(238,666	)		(220,586	)
Property and equipment, net	$	231,817		$	153,142

The Company had Property and Equipment acquisitions of $88,954 for the three months ended March 31, 2019.

NOTE 5 – LAND

On February 7, 2019, the Company, through its wholly owned subsidiary MVC, completed the purchase of lands that are located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. The total consideration was $2,583,022. The land is an indefinite long-lived asset that is assessed for impairment on a periodic basis.

NOTE 6 – RELATED PARTY TRANSACTIONS

Amounts due to related parties as of March 31, 2019 and December 31, 2018:


		March 31,		December 31,
		2019		2018
Paolo Gervasi	Shareholder and employee of the Company	$	2,111	$	2,068
Calogero Caruso	Shareholder and employee of the Company		4,358		2,068
Chris Thompson	Shareholder and founder of MVC		101,096		—
Kyle McDiarmid	Shareholder and founder of MVC		18,884		—
Stevan Perry	President of the Company		84,433		—
		$	210,882	$	4,136

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

On February 27, 2018, all loans by Paolo Gervasi and Calogero Caruso were forgiven in exchange for shares of the Company, pursuant to the terms and conditions of the Share Exchange Agreement. During the year ended December 31, 2018, Paolo Gervasi and Calogero Caruso further loaned the Company $2,111 and $4,358, respectively, for working capital purposes. These notes payable were unsecured, non-interest bearing and due on demand.

On January 28, 2019, the Company signed a promissory note with Kyle McDiarmid in the principal amount of $18,884 for land purchase. This note bears no interest and matures on May 31, 2019. As of March 31, 2019, the outstanding principal balance of the note was $18,884.

On January 28, 2019, the Company signed a promissory note with Sean Piekaar in the principal amount of $18,884 for land purchase. This note bears no interest and matures on May 31, 2019. The note was paid in full during the three month ended March 31, 2019.

On January 29, 2019, the Company signed a promissory note with Stevan Perry in the principal amount of $84,433 for land purchase. This note bears monthly interest at 7% over the term from the issuance date through maturity date on April 30, 2019. As of March 31, 2019, the outstanding principal balance of the note was $84,433, with an accrued interest of $11,821. Interest expense was $11,821 for the three months ended March 31, 2019.

On March 6, 2019, the Company signed a promissory note with Chris Thompson in the principal amount of $101,096 for working capital purposes. This note bears interest at 18% per annum over the term from the issuance date through maturity date on September 30, 2019. As of March 31, 2019, the outstanding principal balance of the note was $101,096, with an accrued interest of $1,170. Interest expense was $1,176 for the three months ended March 31, 2019.

NOTE 7 – MORTGAGE PAYABLE

On January 8, 2019, the Company entered into a mortgage with Redabe Holdings Inc. for $1,254,342 for land purchase. The mortgage bears interest at 5% per annum with interest only payments commencing on February 1, 2019 until February 1, 2020. Starting March 1, 2020, the Company is obligated to make monthly payment to Redabe Holdings in the amount of approximately $8,278 until January 1, 2024. The loan matures on February 1, 2024, and any remaining principal and interest at the maturity of the loan are due in full.

As of March 31, 2019, the balance on the mortgage payable totaled $1,254,342, with an accrued interest of $6,397. Interest expense was $6,424 for the three months ended March 31, 2019.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Leases

On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet located in Montreal, Quebec, Canada. The Company renewed the rental agreement on December 1, 2018 with a base gross rent of approximately $6.25 per square foot and security deposit of $6,467. The Company will owe monthly rental payments of approximately $4,389 until the rental agreement terminates on November 30, 2021, which the Company used to establish the Company's ROU assets and lease liabilities.

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

As the Company's lease does not provide an implicit rate, the Company's incremental borrowing rate based on the information available at lease commencement date was used to determine the present value of lease payments. Components of lease cost are as follows:


	Three months ended
	March 31, 2019
Operating lease costs*	$	13,167
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	13,167

———————


*		Includes right-of-use asset amortization of $10,679.

Weighted-average remaining lease term and discount rate for operating leases are as follows:


	Three months ended
	March 31, 2019
Weighted-average remaining lease term		2.67
Weighted-average discount rate		12	%

Maturities of lease liabilities by year for leases are as follows:


	Amount
2019*	$	39,333
2020		52,444
2021 and beyond		48,074
Total lease payments		139,850
Less: imputed interest		(20,673	)
Present value of lease liabilities	$	119,177

———————


*		Excluding the three months ended March 31, 2019

As of December 31, 2018, minimum lease payments under non-cancelable leases by period were expected to be as follows:


Years ending December 31,	Amount
2019	$	54,048
2020		54,048
2021 and thereafter		49,544
Total minimum rentals	$	157,640

Legal Proceedings

The Company is contemplating filing a lawsuit against its two of its shareholders for breach of contract to ‎ recover 20,000,000 shares of the Company ’ s common stock that were previously issued to them, and are currently in ‎ settlement negotiations with said shareholders. While the ultimate result, if any, from the proceeding is presently ‎ indeterminable, in the opinion of management, this matter should not have a material adverse effect on the Company ’ s ‎ consolidated financial statements. ‎

EPHS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(Unaudited)

NOTE 9 - CAPITAL STOCK

On January 15, 2019, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding MVC shares in consideration for issuance of 8,100,000 shares of EPHS common stock, par value $.001 per share.

On February 11, 2019, the Company issued 25,000 shares for cash.

On March 11, 2019, the Company further issued 736,036 shares of common stock for cash.

As of March 31, 2019, the Company had 72,160,628 shares of common stock outstanding.

NOTE 10 - SUBSEQUENT EVENT

There are no other events of a subsequent nature that in management's opinion are reportable as of May 20, 2019.

MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 10-Q CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR EPHS HOLDINGS, INC., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, "RISK FACTORS" OF THE COMPANY'S REGISTRATION STATEMENT ON FORM 10, AS AMENDED, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND (I) THE RISK THAT THE PROPOSED TRANSACTION (THE "TRANSACTION") BETWEEN THE COMPANY AND MERRITT VALLEY CANNABIS COMPANY CORP ("MVC") MAY NOT BE COMPLETED ON JANUARY 2, 2019, WHICH MAY ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE PRICE OF THE COMPANY'S STOCK; (II) THE FAILURE TO SATISFY THE CONDITIONS TO THE CONSUMMATION OF THE TRANSACTION; THE RISKS ASSOCIATED WITH A SMALLER REPORTING COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS, EXCEPT AS REQUIRED BY LAW.

As used herein, the term "the Company," "we," "us, "and" "our" refer to EPHS Holdings, Inc., a Nevada corporation, unless otherwise noted.

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.

Overview

EPHS Holdings, Inc. was incorporated under the laws of the State of Nevada on January 28, 1999 under the name Quantum Bit Induction Technology, Inc. On November 14, 2011, the Company filed Amended and Restated Articles of Incorporation changing its name to Quantumbit, Inc. On September 26, 2013, the Company filed a Certificate of Amendment changing its name to Sertant, Inc. On January 11, 2018, the Company filed a Certificate of Amendment with the Nevada Secretary of State changing its name to EPHS Holdings, Inc.

The Company’s original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land-based ores. The Company’s property was located in Nevada. The Company also explored developing technology to selectively electroplate precious and rare earth metals from solution or seawater onto collector electrodes. These endeavors were not successful, and the Company has since ceased operations with respect to these endeavors.

With no operations, the Company was placed into receivership on February 15, 2017 (Case No. 2017-10544, as filed in the District Court of Harris County, Texas, 151st Judicial District) and remained in receivership until December 2017. In July 2017, the court appointed Angela Collette as exclusive receiver over the Company. Angela Collette was also appointed as the Company’s president. In February 2017, one of the Company’s shareholders sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company’s shareholders. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder.

On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, 75,000,000 shares of the Company’s common stock for $110,000 which represented approximately 62% of the Company’s issued and outstanding shares of common stock.

The Company sought to effect a merger, exchange of capital stock, asset acquisition or other similar business combination ‎ ‎ (a “ Business Combination ” ) with an operating or development stage business (the “ Target Business ” ) which desired to utilize ‎ the Company ’ s status as a reporting corporation under the Exchange Act. In furtherance thereof, the Company signed a ‎ Letter of Intent to acquire all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc., ‎ a Quebec corporation ( “ Emerald ” ). Emerald was a Canada based company engaged in the cultivation of cannabis. On ‎ February 27, 2018, pursuant to the terms of a Share Exchange Agreement (the “ Emerald Agreement ” ), we acquired all of the ‎ issued and outstanding shares of common stock of Emerald and Emerald became a wholly owned subsidiary of the ‎ Company. ‎

Pursuant to the terms and conditions of the Emerald Agreement, executed between the Company and the ‎ shareholders of Emerald, we acquired all of the issued and outstanding shares of common stock of Emerald in exchange for ‎ the issuance of 20,000,000 restricted shares of the Company ’ s common stock, which at the time, represented approximately ‎ ‎ 14% of the then issued and outstanding common stock of EPHS Holdings. Paolo Gervasi and Calogero Caruso were the sole ‎ shareholders of Emerald and received a total of 14,000,000 shares of our common stock. The remaining 6,000,000 shares ‎ were issued to consultants, including 1,250,000 shares to our president, Gianfranco “ John ” Bentivoglio for services rendered ‎ as part of the negotiations of the Emerald Agreement. The transaction closed on February 27, 2018. ‎

As a result of the transactions affected by the Share Exchange Agreement, Emerald became a wholly owned subsidiary of EPHS Holdings. Emerald is a development stage company with limited operations and no revenues to date. Emerald’s business plan is to cultivate and distribute cannabis entirely within Canada.

On November 6, 2018, the Company executed a Share Exchange Agreement with MVC (the “MVC Transaction”) and its shareholders (the “MVC Shareholders”) whereby MVC Shareholders agreed to exchange all of their respective shares in MVC in consideration for 8,100,000 shares of EPHS common stock, with a par value of $0.001 per share (the “MVC Transaction”). In furtherance of the MVC Transaction, on January 4, 2019, the Company completed the purchase of lands located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. On January 11, 2019, the Company and MVC completed the MVC Transaction.

Business Strategy

Emerald Plants Health Source, Inc., the Company’s Canadian subsidiary, is a Health Canada Licensed Producer. EPHS is committed to organic and high-quality craft cannabis production. The Company’s core strategy is to combine low cost energy, high yield cultivation methods and premium cannabis strains for scaled cannabis operations. EPHS’s cultivation methods are proven through seven years of experience allowing us to compete with other low-cost producers in the market. With our expansion in Merritt through the company’s second subsidiary, Merritt Valley Cannabis (“MVC”), the Company now has access to low-cost power, all the services required for a scaled low cost cannabis center, and when developed, will allow EPHS to be one the leading and most efficient cannabis producers in Canada.

Results of Operations

Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Revenues and Cost of Sales

The Company generated no revenues in either the three months ended March 31, 2019 or the three months ended March 31, 2018. As a result, the Company did not generate any cost of sales for the three months ended March 31, 2019 or the three months ended March 31, 2018.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were $192,325 and $98,357 for the three months ended March 31, 2019 and 2018, respectively. The increased selling, general and administrative expenses was mainly due to the increase in professional fees.

Liquidity and Capital Resources

We may experience illiquidity and may be dependent on our management and shareholders to provide funds to maintain our activities. However, there is no assurance that our management and shareholders will continue to fund our operations. We have no commitment for either additional debt or equity funding from any source.

Net cash used by operating activities for the three months ending March 31, 2019 and 2018 was $94,055 and $63,733, respectively.

Net cash used by investing activities for the three months ending March 31, 2019 and 2018 was $2,261,174 and $99,298, respectively.

Net cash provided by financing activities for the three months ending March 31, 2019 and 2018 was $1,882,593 and $236,112, respectively.

At March 31, 2019 and 2018, the Company had cash of $33,189 and $72,691, and total assets of $3,000,077 and $205,236. Liabilities totaled $1,797,255 and $45,233 of which $210,882 and $3,917 were due to related parties.

The accumulated deficit for the Company at March 31, 2019 totaled $(1,481,852) as compared to $(833,909) at March 31, 2018.

Off-Balance Sheet Arrangements

We have not entered into any 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 and would be considered material to investors.

Summary of Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 – “Summary of Significant Accounting Policies” to the Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Item 4. Controls and Procedures.

As of the end of the period covered by this annual report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this evaluation, as of the end of the period covered by this annual report, our Chief Executive Officer and our Chief Financial Officer concluded:

(i) that our disclosure controls and procedures 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 SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow for timely decisions regarding required disclosures; and

(ii) that our disclosure controls and procedures are effective.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

No proceedings are pending to which the Company or any of its property is subject, nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 11, 2019, the Company issued 25,000 shares for cash.

On March 11, 2019, the Company further issued 736,036 shares of common stock for cash.

As of March 31, 2019, the Company had 72,160,628 shares of common stock outstanding.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibits		Description
10.1		Amended and Restated Share Exchange Agreement by and among EPHS Holdings, Inc. and Merritt Valley Cannabis Company Corp and the holders of ordinary common shares of MVC, effective January 11, 2019 (incorporated by reference to Exhibit 10.1 of the company’s Amended Current Report on Form 8-K/A filed January 14, 2019)
31.1		Certification of the Company's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Company's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Company's Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Company's Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	EPHS HOLDINGS, INC.


Date: May 20, 2019	By:	/s/ Gianfranco Bentivoglio
		GIANFRANCO BENTIVOGLIO, Chief Executive Officer
		GIANFRANCO BENTIVOGLIO, Chief Executive Officer

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