Attached files
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EX-32.1 - CERTIFICATION - Apotheca Biosciences, Inc. | ex321.htm |
EX-31.2 - CERTIFICATION - Apotheca Biosciences, Inc. | ex312.htm |
EX-31.1 - CERTIFICATION - Apotheca Biosciences, Inc. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[ X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended January 31, 2017
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the transition period from ________ to ______
PACIFICORP HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
Nevada
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000-55467
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47-2055848
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification Number)
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1375 Lake City Way NE
Seattle WA 98125
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(Address of principal executive offices)
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800-929-3293
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(Registrant’s Telephone Number)
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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 [ ] No [X]
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 [ ] 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, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ]
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Accelerated Filer [ ]
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Non-Accelerated Filer [ ]
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Smaller Reporting Company [X]
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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 common equity held by non-affiliates of the registrant as of May 12, 2017was $23,900 based upon the price ($0.01), our common stock is not presently traded, but is quoted on the OTC Bulletin Board. The selling shareholders may sell their shares at $0.01per share or at prevailing market prices or privately negotiated prices. This number of shares of common stock are held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.
As of May 12 ,2017, there were 8,390,000 shares of the registrant’s $0.001par value common stock issued and outstanding.
Documents incorporated by reference: None
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Pacificorp Holdings Ltd. for the fiscal year ended January 31, 2017 is being submitted solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment speaks as of the filing date of the Form 10-K (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-K filed as of May 12, 2017.
Page
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PART I
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Item 1
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Business
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4
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Item 1A
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Risk Factors
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7
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Item 1B
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Unresolved Staff Comments
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7
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Item 2
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Properties
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7
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Item 3
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Legal Proceedings
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7
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Item 4
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[REMOVED AND RESERVED]
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7
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PART II
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Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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8
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Item 6
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Selected Financial Data
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8
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Item 7
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 7A
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Quantitative and Qualitative Disclosures about Market Risk
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11
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Item 8
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Financial Statements and Supplementary Data
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11
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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12
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Item 9A
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Controls and Procedures
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12
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Item 9B
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Other Information
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13
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PART III
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Item 10
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Directors and Executive Officers and Corporate Governance
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13
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Item 11
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Executive Compensation
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16
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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17
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Item 13
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Certain Relationships and Related Transactions
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18
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Item 14
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Principal Accountant Fees and Services
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19
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PART IV
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Item 15
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Exhibits
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20
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PART IV
ITEM 15. EXHIBITS.
(a)
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Exhibits
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Exhibit Number
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Description of Exhibit
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Filing
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3.01
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Articles of Incorporation
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Filed with the SEC on April 21, 2015, as part of our Registration Statement on Form S-1.
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3.02
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Bylaws
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Filed with the SEC on April 21, 2015as part of our Registration Statement on Form S-1.
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14.01
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Code of Ethics
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Filed with the SEC on April 21, 2015as part of our Registration Statement on Form S-1.
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31.1
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Certification of Principal Executive Officer Pursuant to Rule 13a-14
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Filed herewith
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31.2
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Certification of Principal Financial Officer Pursuant to Rule 13a-14
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Filed herewith
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32.1
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CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
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Filed herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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Filed herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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Filed herewith
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101.INS
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XBRL Instance Document
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Filed herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed herewith
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101.SCH
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XBRL Taxonomy Extension Schema
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Filed herewith
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[Signature Page to Follow]
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PACIFICORP HOLDINGS, LTD.
Dated: May 15 , 2017
/s/ Jason Sakowski
By: Jason Sakowski
Its: President, Principal Executive Officer
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