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EX-32.1 - EXHIBIT 32.1 - Apotheca Biosciences, Inc.exhibit32_1.htm
EX-31.1 - EXHIBIT 31.1 - Apotheca Biosciences, Inc.exhibit31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 FORM 10-Q/A

Amendment No. 1

 

[ X ]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2017

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from ______ to _______

 

Commission File Number: 000-55467

        

CANNABIS LEAF, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   47-2055848
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

4500 9th Avenue NE

Seattle, Washington 98105

 (Address of principal executive offices)

 

206-430-6250

(Registrant’s telephone number)

 

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.

[X]Yes     [_]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     [_]No (Not required)

 

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [_] Accelerated Filer [_] Emerging Growth Company [_]

 

Non-Accelerated Filer [_] Smaller Reporting Company [X]

 

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). [X]No 

 

As of July 31, 2017, there were 50,340,000 shares of the Registrant’s $0.001 par value common stock issued and outstanding.

 

 

 

 1 
 

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cannabis Leaf, Inc. (formerly Pacificorp Holdings, Inc.)(the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Cannabis" refers to Cannabis Leaf, Inc.

 2 
 

Explanatory Note

 

This Amendment No. 1 to Form 10-Q/A amends and restates the quarterly report on Form 10-Q of the Company for the six months ended July 31, 2017, as originally filed with SEC on September 14, 2017. This Form 10-Q/A is being filed to restate the Company’s condensed financial statements in Item 1 in their entirety and related disclosures (including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2) for the six months ended July 31, 2017.

 

As more fully described in Note 1 to the condensed financial statements, management determined that previously issued unaudited condensed financial statements issued for the six months ended July 31, 2017 contained an error that the Company inadvertently omitted payments made to the Licensor in the amount of $19, 975. The Company evaluated the impact of this error under the SEC’s authoritative guidance on materiality and determined that the impact of this error for the six months ended July 31, 2017 condensed financial statements were material. On December 18, 2017, after review by our independent registered public accounting firm, the Company’s Board of Directors concluded that the Company should restate our unaudited condensed financial statements for the six months ended July 31, 2017.

 

Although this Form 10-Q/A supersedes the previously issued unaudited condensed financial statements issued for the three months ended July 31, 2017 in its entirety, this Form 10-Q/A only amends and restates Item 1 and certain provisions of Item 2 as a result of and to reflect the restatements, as well as immaterial conforming changes to other Items. No other information in the original filing is amended hereby. While the foregoing items have been updated, this amended report does not reflect any other events occurring after the original filing. In addition, currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2, respectively.

 

 

 

 

 

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PART I - FINANCIAL INFORMATION

 

ITEM 1.CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

Cannabis Leaf, Inc.
(Formerly Pacificorp Holdings, Ltd.)
BALANCE SHEET

 

   July  January
   31, 2017  31, 2017
   Unaudited
Restated
   
ASSETS          
           
Current assets:          
Cash  $4,722   $489 
Prepaid Expenses   4,000    —   
Total Current Assets   8,722    489 
           
Total assets   8,722    489 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
Current liabilities:          
Accounts Payable and Accrued Liabilities   2,402    4,601 
Accrued Interest   1,489    —   
Note Payable   94,975    —   
Note Payable-Related Party   47,134    28,534 
Total liabilities   146,000    33,135 
           
Stockholders' deficit:          
Common stock; authorized 100,000,000; 50,340,000 shares at $0.001 par value   50,340    50,340 
Additional Paid in Capital   —      —   
Accumulated Deficit   (187,618)   (82,986)
Total stockholders' deficit   (137,278)   (32,646)
           
Total liabilities and stockholders' equity  $8,722   $489 
           

 

The accompanying notes are an integral part of these financial statements

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

 

 4 
 

 

 

Cannabis Leaf, Inc.
(Formerly Pacificorp Holdings, Ltd.)
STATEMENTS OF OPERATIONS
(Unaudited) 

 

   For the Three Month Period Ended July 31, 2017  For the Three Month Period Ended July 31, 2016  For the Six Month Period Ended July 31, 2017  For the Six Month Period Ended July 31, 2016
             
Operating Expenses:  $    $    $    $  
                     
General and administrative   18,853    —      23,168      
Impairment of Deposit on License  79,975   4,159   79,975   8,479 
Total Operating Expenses   98,828    4,159    103,143    8,479 
                     
Other Expenses                    
Interest Expense, net   2,060    659    2,798    1,653 
                     
                     
Net loss for the period  $(100,888)  $(4,818)  $(105,941)  $(10,132)
                     
                     
Net loss per share:                    
Basic and diluted  $—     $—     $—     $—   
                     
                     
Weighted average number of shares outstanding:                    
Basic and diluted   50,340,000    50,340,000    50,340,000    50,340,000 
                     
                     

 

The accompanying notes are an integral part of these financial statements

 

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

 

 

 

 5 
 

 

Cannabis Leaf, Inc.
(Formerly Pacificorp Holdings, Ltd)
STATEMENTS OF CASH FLOWS

 

   For the Six Month Period Ended July 31, 2017  For the Six Month Period Ended July 31, 2016
       
Cash flow from operating activities:          
Adjustments to reconcile net loss to net cash used in operating activities          
Net loss  $(105,941)  $(10,132)
Imputed Interest Expense   1,309    1,653 
Accrued Interest   1,489      
Changes in operating assets and liabilities:          
Impairment of deposit on license   79,975    —   
Prepaid Expenses   (4,000)   2,539 
Accounts Payable   (2,199)   —   
Net Cash (Used) in Operating activities  $(29,367)  $(5,940)
           
Cash flows from Investing Activities          
Deposit on License   (79,975)   —   
Net cash (used) in Investing activities   (79,975)   —   
           
Cash flows from financing activities:          
Proceeds from note payable - related party   18,600    —   
Proceeds from note payable   94,975    —   
Contributions from Shareholder   —      5,700 
Net cash provided by financing activities   113,575    5,700 
           
Increase (Decrease) in cash during the period   4,233    (240)
           
Cash, beginning of period   489    3,358 
           
Cash, end of period  $4,722   $3,118 
           
Supplemental disclosure of cash flow information:          
Cash paid during the period          
Taxes  $—     $—   
Interest  $—     $—   
           

 

The accompanying notes are an integral part of these financial statements

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

 

 

 6 
 

CANNABIS LEAF, INC.

(FORMERLY PACIFICORP HOLDINGS, LTD.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 -ORGANIZATION AND BASIS OF PRESENTATION

 

Pacificorp Holdings, Ltd. (the "Company") was incorporated in the State of Nevada on October 6, 2014. 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.

 

Restatement of Previously Issued Condensed Financial Statements

In connection with the review of the Form 10-Q, management determined that previously issued unaudited condensed financial statements issued for the three months and six months ended July 31, 2017 contained an error with respect to the license fees paid to the Licensor by the Company. The Company evaluated the impact of this error under the SEC’s authoritative guidance on materiality and determined that the impact of this error for the three and six months ended July 31, 2017 and concluded that it was material and the financial statements for the three and six month period ended July 31, 2017 should be corrected and restated. On December 18, 2017, after review by our independent registered public accounting firm, the Company’s Board of Directors concluded that the Company should restate our unaudited condensed financial statements for the three and six months ended July 31, 2017 to reflect the correction of the previously identified error in the unaudited financial statements for this period.

The Company restated the unaudited condensed balance sheet as of July 31, 2017 and the unaudited condensed statements of operations and cash flows for the three months ended July 31, 2017. There was an impact to our total assets and our liabilities in the amounts of $79,975 and 19,975 respectively, as a result of these errors. Additionally, (See” Note 11”).

NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The unaudited condensed financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2017. This interim Condensed Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

 

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 July 31, 2017 and January 31, 2017, there were no cash equivalents.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 7 
 

Income Taxes

The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 

The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s widely understood administrative practices and precedents.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes.  We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  We have identified the United States as our "major" tax jurisdiction.  Generally, we remain subject to United States examination of our income tax returns.

Fair Value of Financial Instruments

 

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.

FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

-Level 1: Quoted prices in active markets for identical assets or liabilities

 

-Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

-Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

 

 8 
 

Basic and Diluted Earnings Per Share

 

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the three months ended July 31, 2017 and 2016, there were no potentially dilutive securities.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016.

 

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. This standard has no material effect on our financial statements

 

In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. This standard has no material effect on our financial statements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted.

 

In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted this standard has no material effect on our financial statements.

 

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS.

 

 9 
 

In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on its CFS.

 

In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this ASU changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and clarifies existing disclosure requirements. Part II does not have an accounting effect. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Management is currently evaluating the potential impact of these changes on the CFS of the Company.

 

As of December 27, 2017, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements to have a material impact on the Company’s CFS.

 

Recent Accounting Pronouncements – Not Adopted

 

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

 

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

 

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

 

  a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

  c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

 

 10 
 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

  c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

 

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.

 

The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-04 did not have a material impact on our financial statements.

 

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013 and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have a material impact on our financial statements.  

 

NOTE 3 – GOING CONCERN

 

The Company has sustained operating losses since inception. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

Management is endeavoring to begin exploration activities however, may not be able to do so within the next fiscal year. Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity securities, which may not be available on commercially reasonable terms, if at all.

 

If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

 

 11 
 

NOTE 4- DEPOSIT ON LICENSE IMPAIRMENT

 

As of July 31, 2017, the Company has paid a total of $79,975 as a deposit on their License with Affordable Green LLC. During the period ended July 31, 2017, the Company recorded impairment charges related to the deposit paid to Affordable Green LLC totaling $79,975 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 July 31, 2017 and January 31, 2017 and for the same periods in the previous year the Company received advances totaling $47,134 and $28,062 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 $1,309 and accrued interest of $325 respectively for the six month period ending July 31, 2017.

 

NOTE 6 – PREPAID EXPENSES

 

As of July 31, 2017, the Company has prepaid expenses of $4,000 for legal fees.

 

NOTE 7 – RELATED PARTY CONTRIBUTIONS

During the three month period ending July 31, 2017 and 2016 the Company received contributions totaling $0 and $5,700 from a related party, these contributions were to pay for Audit fees and interim review fees. These contributions are not to be repaid and are recorded under additional paid in capital.

 

NOTE 8 – NOTE PAYABLE

As of July 31, 2017, the Company received advances totaling $94,975 from an unrelated party, the advances are unsecured and bare an interest rate of 5% per annum, and are due upon demand giving 30 days written notice to the borrower. The Company has recorded accrued interest of $1,164 for the six month period ending July 31, 2017.

 

NOTE 9 – 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 10—CHANGE OF INDEPENDENT PUBLIC ACCOUNTING FIRM

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

 

 12 
 

TAAD LLP’s report on the Company’s financial statements for the fiscal years ended January 31, 2017 and January 31, 2016 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.

 

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.

 

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

 

During the fiscal years ended January 31, 2017 and January 31, 2016, 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.

 

During the fiscal years ended January 31, 2017 and January 31, 2016, 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.

 

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.

 

NOTE 11 – RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

In connection with the review of the Form 10-Q, management determined that previously issued unaudited condensed financial statements issued for the three months ended July 31, 2017 contained an error with respect to the license fees paid to the Licensor. The Company evaluated the impact of this error under the SEC’s authoritative guidance on materiality and determined that the impact of this error for the three and six months ended July 31, 2017 condensed financial statements were material. On December 18, 2017, after review by our independent registered public accounting firm and legal counsel, the Company’s Board of Directors concluded that the Company should restate our unaudited condensed financial statements for the three months ended July 31, 2017 to reflect the correction of the previously identified error in the unaudited financial statements.

With respect to unaudited condensed financial statements issued for the three and six months ended July 31, 2017 contained an error that in so far as the Company inadvertently omitted payments made to the Licensor in the amount of $19, 975. The Company has applied the omitted payments and restated the balance sheet as of July 31, 2017 and the statements of operations and cash flows for the three and six months ended July 31, 2017 to reflect the correcting book entry

 13 
 

 

CANNABIS LEAF INC.
BALANCE SHEETS
AS OF JULY 31, 2017
RESTATED

   As originally  Amount of  As Restated
   Presented  Restatement   
          
ASSETS               
                
CURRENT ASSETS:               
                
Cash  $4,722   $—     $4,722 
                
Prepaid expenses   4,000    —      4,000 
                
Non-current Assets               
                
Deposit on License   60,000    (79,975)   —   
                
TOTAL  ASSETS  $68,722   $(79,975)  $8,722 
                
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)               
                
CURRENT LIABILITIES               
                
Accounts Payable   2,402    —      2,402 
                
Accrued Interest   —      1,489    1,489 
                
Note Payable   75,712    19,263    94,975 
                
Note Payable - Related Party   47,459    (325)   47,134 
                
TOTAL CURRENT LIABILITIES   125,573    20,427    146,000 
                
TOTAL LIABILITIES   125,573    (20,427)   146,000 
                
STOCKHOLDERS' EQUITY (DEFICIT)               
                
Common stock, $.001 par value, 600,000,000 shares authorized 50,340,000 shares issued and outstanding July 31, 2017.   50,340    —      50,340 
Additional Paid in Capital   —      —      —   
Deficit accumulated   (107,191)   (80,427)   (187,618)
                
TOTAL STOCKHOLDERS' DEFICIT   (56,851)   (80,427)   (137,278)
                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $68,722   $(60,000)  $8,722 
                
See accompanying notes to the financial statements

 14 
 

 

CANNABIS LEAF INC.
STATEMENTS OF OPERATIONS
THE THREE MONTHS ENDED JULY 31, 2017 

   As originally  Amount of  As Restated
   Presented  Restatement   
          
Revenue  $—     $—     $—   
                
Operating expenses               
General and administrative expenses   18,853    —      18,853 
Impairment of Deposit on License   —      79,975    79,975 
Total operating expenses   18,853    79,975    98,828 
                
Other expenses               
                
Interest expense, net   1,608    452    2,060 
                
Net Loss  $(20,461)  $(80,427)  $(100,888)
                
Net loss per share - Basic and Diluted  $0.00   $—     $0.00 
                
Weighted average shares outstanding, Basic and diluted   50,340,000    —      50,340,000 
                
                
See accompanying notes to the financial statements               

 15 
 

 

CANNABIS LEAF INC.
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JULY 31, 2017 
RESTATED

   As originally  Amount of  As Restated
   Presented  Restatement   
          
Revenue  $—     $—     $—   
                
Operating expenses               
    General and administrative expenses   23,168    —      23,168 
    Impairment of Deposit on License   —      79,975    79,975 
Total operating expenses   23,168    79,975     103,143 
                
Other expenses               
                
Interest expense, net   2,346    452    2,798 
                
Net Loss  $(25,514)  $(80427)  $(105,941)
                
Net loss per share - Basic and Diluted  $0.00   $—     $0.00 
         —        
Weighted average shares outstanding, Basic and diluted   50,340,000    —      50,340,000 

 

See accompanying notes to the financial statements

 16 
 

CANNABIS LEAF, INC.

STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JULY 31, 2017

RESTATED 

 

   As Originally Presented  Amount of Restatement  As Restated
          
Cash flow from operating activities:               
Adjustments to reconcile net loss to net cash used in operating activities               
Net loss  $(25,514)  $(80,427)  $(105,941)
Imputed Interest Expense   1,309    —      1,309 
Accrued Interest   1,037    452    1,489 
Changes in operating assets and liabilities:               
Impairment of deposit on license   0    79,975    79,975 
Prepaid Expenses   (4,000)   —      (4,000)
Accounts Payable   (2,199)   —      (2,199)
Net Cash (Used) in Operating activities  $(29,367)  $—     $(29,367)
                
Cash flows from Investing Activities               
Deposit on License   (60,000)   (19,975)   (79,975)
Net cash (used) in Investing activities   (60,000)   (19,975)   (79,975)
                
Cash flows from financing activities:               
Proceeds from note payable - related party   18,600    —      18,600 
Proceeds from note payable   75,000    19,975    94,975 
Net cash provided by financing activities   93,600    19,975    113,575 
                
Decrease in cash during the period   4,233    —      4,233 
                
Cash, beginning of period   489    —      489 
                
Cash, end of period  $4,722   $—     $4,722 
                
Supplemental disclosure of cash flow information:               
Cash paid during the period               
                
Taxes  $—     $—     $—   
Interest  $—     $—     $—   

 

See accompanying notes to the financial statements

 17 
 

 

 

NOTE 12—SUBSEQUENT EVENTS

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.

 

The Share Purchase Agreements contains other terms and conditions. The foregoing summary description of the terms of the Share Purchase Agreements may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Share purchase Agreements, may viewed in their entirety which were filed as Exhibit 10.1and 10.2 respectively on Form 8-K.

 

As of July 31, 2017, the license agreement with Affordable Green LLC is in default. However, the Company and Affordable Green are working together to remedy the default and to finalize a new agreement or another amendment to the current agreement. To date the Company has paid a total of $114,975 as a deposit on their License with Affordable Green LLC and subsequently have paid an additional $27,480 for an aggregate total of $142,455 as of January 31, 2018. All funds received were by way of short term loans that bear a 5% annual interest rate.

 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

  

FORWARD-LOOKING STATEMENTS

 

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

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 July 31, 2017 and September 30, 2017. 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 83 km 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 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.

 

 18 
 

Additionally, there have been no conflicts with the Corporation or other board members during Mr. Yoo’s tenure as an officer and director and Mr. Lee’s tenure as an officer.

 

On March 29, 2017 the Registrant entered into a Letter of Intent with Affordable Green Washington LLC of Tacoma WA to obtain an exclusive license to market and distribute Affordable Green’s Products in the State of Washington.

 

The terms of the Letter of Intent are $50,000 on or before April 30, 2017, $50,000 on or before May 31, 2017 and a balance of $2,000,000 within six months for an aggregate total of $2,100,000.

 

On May 2, 2017 Mr. Jason Sakowski was appointed to the board of directors and as an officer of the Corporation. Immediately following Mr. Sakowski’s appointment Laurence Stephenson resigned his positions as an officer and director of the Corporation.

 

There have been no conflicts with the Corporation or other board members during Mr. Stephenson’s tenure as an officer and director and his resignation was a result of conflicting schedules and personal reasons.

 

On May 4, 2017, the Company entered into an Exclusive License Agreement with Affordable Green Washington LLC.

 

The License Fees shall be due and payable as follows:

 

$25,000 Due upon execution of the agreement receipt of which has been acknowledged by all parties; $25,000 Due on or before May 15, 2017; and $50,000 Due on or before May 31, 2017; and $2,000,000 on or before September 30, 2017, with closing to occur on or before May 31, 2017. There can be no assurance that the Company will be able to raise the requisite funding associated with the terms and conditions of the License Agreement.

 

The License also provides the Company with the right of first refusal to other states that has approved the medical and non-medical application of Marijuana and related products, and first right of refusal for the country of Canada which has scheduled the legalization of Marijuana for medical and non-medical use in 2018. Additionally, the agreement provides the Company with the opportunity to white paper license (use their own Brand) with permission from Affordable Green Washington LLC.

 

The License Agreement contains customary representations and warranties, any breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability. The foregoing summary description of the terms of the License Agreement may not contain all information that is of interest to the reader. The license agreement may be read in its entirety as Exhibit 10.1 to form 8-K filed with the SEC on May 9, 2017.

 

Additionally Director Wan Soo Lee resigned his position as a director on May 4, 2017

 

On June 1, 2017, the Registrant entered into an amended exclusive License Agreement with Affordable Green Washington LLC.

 

The Amended License Fees shall be due and payable as follows:

 

Licensee shall pay to Licensor an aggregate total $2,200,000 USD, comprised of payments of twenty five thousand ($25,000) on or before April 30, 2017 and nine thousand eight hundred ($9,800) on or before May 16th which the receipt is hereby acknowledged; and fifteen thousand two hundred ($15,200) on or before June 2nd, 2017 and ten thousand ($10,000) on or before June 5th, 2017; and seventy-five thousand ($75,000) on or before June 30, 2017; and one hundred fifty thousand ($150,000) on or before July 30th, 2017; and two hundred fifty thousand ($250,000) on or before August 25, 2017; and eight hundred-fifty thousand ($850,000) on or before September 25th and the balance of eight hundred fifteen thousand ($815,000) on or before October 30, 2017.

 

 19 
 

The Amended License Agreement contains customary representations and warranties and pre and post-closing covenants of each party and customary closing conditions. 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 Amended License Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Amended License Agreement, this reference is made to such agreement, The Amended License Agreement may be read in its entirety as Exhibit 10.1 to form 8-K/A filed with the SEC on June 6, 2017.

 

Change of Name

 

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 with the State of Nevada respectively and as Exhibits with the SEC on Form 8-K.

 

The Merger was approved by the board of directors of the Company and the Subsidiary on June 2, 2017. In accordance with NRS Section 92A.180, stockholder approval was not required.

  

Increase in Authorized Common shares and Forward Stock Split

 

On June 2, 2017, the Company’ Board of Directors approved amending the Company’s Articles of Incorporation by filing a Certificate of Change, pursuant to NRS 78.209, increasing its authorized shares from 100,000,000 shares of common stock at $.001 par value to 600,000,000 shares of common stock at $.001 par value; and affecting a 6 for 1 forward stock split (the “Forward Split”). The Certificate of Change was filed with the Secretary of State of the State of Nevada on June 5, 2017. A copy of the Certificate of Change is filed as Exhibit 3.3 to this Form 8-K and is incorporated by reference herein. In accordance with the Forward Split, a shareholder holding 100 shares will receive 500 additional shares of common stock, so that the shareholder will hold a total of 600 shares of common stock after the forward stock split.  Shareholders will not need to return their share certificates; the additional shares will be entered on the books of the Company’s stock transfer agent, Action Stock Transfer. 

 

Shareholder may request certificates for the additional shares, at the shareholder’s expense, from the stock transfer agent. The forward stock split will not change the relative voting power of our shareholders.

 

The aforementioned forward split and name change were approved by FINRA on June 26, 2017, there was no change in the Issuer’s trading symbol.

 

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 July 25, 2017, the Registrant entered into an Addendum to the previous executed Amended License Agreement with Affordable Green Washington LLC.

 

The Addendum to the License Agreement further defines amended terms and conditions as follows:

 

 20 
 

Section 10. Consideration

 

a) Licensee shall pay to Licensor an aggregate total $2,300,000 USD ("Financing"), comprised of payments along the following schedule on or before the dates indicated below now referred to as the Financing Schedule:

 

30 April, 2017

  $ 25,000.00   PAID
16 May, 2017   $ 9,800.00   PAID
2 June, 2017   $ 15,200.00   PAID
5 June, 2017   $ 10,000.00   PAID
24 July, 2017   $ 10,000.00    
27 July, 2017   $ 35,000.00    
10 August, 2017   $ 50,000.00    
25 August, 2017   $ 255,000.00    
14 September, 2017   $ 300,000.00    
28 September, 2017   $ 850,000.00    
26 October, 2017   $ 800,000.00    
TOTAL   $ 2,300,000.00    

 

b) The Licensor will receive 100,000 restricted common shares of the Licensee on the closing of this Agreement;
c) The Licensor will receive an additional 100,000 restricted common shares of the Licensee if at any time after August 25, 2017, the Licensee within 15 days is unable to make the Financing payment as outlined in the Financing Schedule;

 

The Addendum to the Amended License Agreement contains other terms and conditions. The foregoing summary description of the terms of the Addendum to the Amended License Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Addendum to the Amended License Agreement, the  agreement may viewed in its entirety filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 31, 2017.

 

Events Subsequent to July 31, 2017

 

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.

 

The Share Purchase Agreements contains other terms and conditions. The foregoing summary description of the terms of the Share Purchase Agreements may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Share purchase Agreements, may viewed in their entirety which were filed as Exhibit 10.1 and 10.2 respectively on Form 8-K.

 

As of July 31, 2017 the license agreement with Affordable Green LLC is in default. However, the Company and Affordable Green are working together to remedy the default. To date the Company has paid a total of $114,975 as a deposit on their License with Affordable Green LLC and subsequently have paid an additional $27,480 for an aggregate total of $142,455 as of the date of filing all funds received were by of short term loans that bear a 5% annual interest rate.

 

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

 

TAAD LLP’s report on the Company’s financial statements for the fiscal years ended January 31, 2017 and January 31, 2016 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.

 

Other than as disclosed 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.

 

 21 
 

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

 

During the fiscal years ended January 31, 2017 and January 31, 2016, 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.

 

During the fiscal years ended January 31, 2017 and January 31, 2016, 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. 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.

 

RESULTS OF OPERATIONS

 

Working Capital

       
   At July 31, 2017  At January 31, 2017
Current Assets  $8,722   $489 
Current Liabilities   146,000    33,135 
Working Capital  $(137,278)   (32,646)

 

Cash Flows

 

   Six Months Ended July 31, 2017  Six Months Ended July 31,2016
Cash Flows used in Operating Activities  $(29,367)  $(5,940)
Cash Flows from investing activities   (79,975)    —   
Cash Flows provided by Financing Activities   113,575    5,700 
Net Increase (decrease) in Cash During Period  $4,233   $(240)

 

The decrease in our working capital at July 31, 2017 from the period ended January 31, 2017 is reflective of the current state of our business development.

 

As of July 31, 2017, we had cash on hand of $4,722. Since our inception, we have used our common stock and short term loans to raise money for our operations and for our property and acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

 

 22 
 

 

Operating Revenues

 

We have not generated any revenues since inception.

 

Operating Expenses and Net Loss

 

Operating expenses for the three month period ended July 31, 2017 was $98,828 as compared to

operating expenses for the three month period ended July 31, 2016 was $4,159. This was attributed to the impairment of deposit on license and the increase in operating expenses for the Company, due to the Company entering into the License Agreement with Affordable Green Washington LLC.

 

Operating expenses for the six month period ended July 31, 2017 was $103,143 as compared to

operating expenses for the six month period ended July 31, 2016 was $8,479. This was attributed to the impairment of deposit on license and the increase in operating expenses for the Company, due to the Company entering into the License Agreement with Affordable Green Washington LLC.

 

Liquidity and Capital Resources

 

As of July 31, 2017, the Company’s cash balance was $4,722 compared to $489 as at January 31, 2017 and its total assets were $4,722 compared with $489 as at January 31, 2017. The increase in total assets is attributed to the Company being able to secure short term funding to pay the increased costs associated with ongoing reporting requirements.

 

As of July 31, 2017, the Company had total liabilities of $146,000 compared with total liabilities of $33,135 as at January 31, 2017. The change in total liabilities was attributed to the Company entering into the License Agreement with Affordable Green Washington LLC. and increases in loans payable.

 

As of July 31, 2017, the Company had a working capital deficit of $(137,278) compared with $(32,646) as of January 31, 2017. The increase in working capital deficit was attributed to the Company entering into the License Agreement with Affordable Green Washington LLC, increases in unrelated party loans payable and increased costs associated with ongoing reporting requirements.

 

Cashflow from Operating Activities

 

During the six month period ended July 31, 2017, the Company used $29,367 of cash for operating activities. This was attributed to the increase in operating expenses for the Company, due to the Company entering into the License Agreement with Affordable Green Washington LLC., increases in unrelated party loans payable and increased costs associated with ongoing reporting requirements.

 

During the six month period ended July 31, 2016, the Company used $5,940 of cash for operating activities. This was attributed to the operating expenses for the Company, in conjunction with their ongoing operating expenses and reporting requirements.

 

Cashflow from Investing Activities
 

During the six month period ended July 31, 2017, the Company used $79,975 of cash in investing activities. This was received from advances from an unrelated third party and funds were used for a deposit on the the Company’s License Agreement..

 

During the six month period ended July 31, 2016, the Company used $0 of cash in investing activities. 

 

Cashflow from Financing Activities

 

During the six month period ended July 31, 2017, the Company received $113,575 of cash from financing activities. This was received from advances from our directors and an unrelated third party.

 

During the six month period ended July 31, 2016, the Company received $5,700 of cash from financing activities. This was received from an unrelated party loan.

 

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Off-Balance Sheet Arrangements

 

We have no 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. Any 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. To date we have not raised any capital from the sale of equity securities and have relied on additional contributions from shareholders and our directors.

 

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 financial statements included in this Quarterly 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 amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.

 

Recent Accounting Pronouncements

The Company does not expect that the adoption of any recent accounting standards to have a material impact on its financial statements.

 

 

ITEM 3.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 4.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2017, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements, and as a result of the material weakness in our controls and procedures have caused the financial statements for the period ending July 31, 2017 to be restated.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

 

ITEM 1.  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 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 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

1.       Quarterly Issuances:

 

During the quarter, we did not issue any unregistered securities.

 

2. Subsequent Issuances:

 

Subsequent to the quarter, we did not issue any unregistered securities.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5.OTHER INFORMATION

 

None.

 

 

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ITEM 6.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 April 21, 2015 as part of our Registration Statement on Form S-1
31.01 Certification of Principal Executive Officer Pursuant to Rule 13a-14 Filed herewith.
31.02 Certification of Principal Financial Officer Pursuant to Rule 13a-14 Filed herewith.
32.01 CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Filed herewith.
101.INS* XBRL Instance Document Filed herewith.
101.SCH* XBRL Taxonomy Extension Schema Document Filed herewith.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document Filed herewith.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.

 

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
   

 

 

Cannabis Leaf, Inc.

     
Dated:February --2018   By:  /s/ Jason Sakowski
    Jason Sakowski
    Chief Executive Officer, Chief Financial Officer, President, Secretary and Director
       

 

 

 

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