UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
August 29, 2018
Date of Report (date of earliest event reported)
 
 
 
CANNABIS LEAF INCORPORATED
(APOTHECA BIOSCIENCES, INC.)
(Exact name of Registrant as specified in its charter)
 
 
 
Nevada
 
000-55467
 
83-0773005
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
 
10901 Roosevelt Blvd N Bldg. C 1000
Saint Petersburg, FL 33716
(Address of principal executive offices)
 
(727) 228-3994
  (Registrant's telephone number, including area code)
 
 (Former name or former address, if changed since last report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 

 


 

 
 
Table of Contents
 
     
       
 
Item 1.01
 
       
 
Item 2.01
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Controls and Procedures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
       
 
Item 4.01
 
       
 
Item 5.01
 
       
 
Item 5.02
 
       
 
Item 7.01
 
       
 
Item 9.01
 
 
 
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the " Securities Act ") and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), which statements involve substantial risks and uncertainties. In some cases, it is possible to identify forward-looking statements because they contain words such as "anticipates," believes," "contemplates," "continue," "could," "estimates," "expects," "future," "intends," "likely," "may," "plans," "potential," "predicts," "projects," "seek," "should," "target" or "will," or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Many factors could cause our actual operations or results to differ materially from the operations and results anticipated in forward-looking statements. These factors include, but are not limited to:
 
 
our financial performance, including our history of operating losses;
 
 
our ability to obtain additional funding to continue our operations;
 
 
our ability to successfully develop and commercialize our products;
 
 
changes in the regulatory environments of the United States and other countries in which we intend to operate;
 
 
our ability to attract and retain key management and marketing personnel;
 
 
competition from new market entrants;
 
 
our ability to successfully transition from a research and development company to a marketing, sales and distribution concern;
 
 
our ability to identify and pursue development of additional products; and
 
 
the other factors contained in the section entitled "Risk Factors" contained in this Current Report on Form 8-K.
 
We have based the forward-looking statements contained in this Current Report on Form 8-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements are subject to risks, uncertainties, assumptions, and other factors including those described in the section of this Current Report on Form 8-K entitled "Risk Factors." Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements used herein.
 
You should not rely on forward-looking statements as predictions of future events. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.


 
 
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EXPLANATORY NOTE
 
As used in this Current Report on Form 8-K, (1) the terms the "Company," "we," "us," and "our" refer to the combined enterprises of Cannabis Leaf Incorporated (" CLI "), a Nevada corporation and Apotheca Biosciences Inc., ("Apotheca"), a Nevada Corporation, after giving effect to the Acquisition (defined below) and the related transactions described herein, (2) the term Cannabis Leaf refers to the business of Cannabis Leaf Incorporated, prior to the Acquisition, and (3) the term "Apotheca" refers to the business of Apotheca Biosciences Inc., prior to the Acquisition, in each case unless otherwise specifically indicated or as is otherwise contextually required.
  
This Current Report on Form 8-K is being filed in connection with a series of transactions consummated by us that relate to the Acquisition (as defined below) between us and Apotheca, which transactions are described herein, together with certain related actions taken by us.
 
Information contained in this Current Report on Form 8-K responds to the following items of Form 8-K:
  
CLI or the "Company" was incorporated in the State of Nevada on October 6, 2014, as Pacificorp Holdings, Ltd.  CLI was organized to develop and explore mineral properties in the State of Nevada.

As soon as practicable, we intend to file a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State to change our name from Cannabis Leaf Incorporated to Apotheca Biosciences, Inc.

On March 6, 2018, we closed a Merger Agreement (the "Agreement") pursuant to which the shareholders of CLI sold all of their capital stock in CLI to the shareholders of Apotheca Private in exchange for 60,000,000 shares of Apotheca Private's common stock, $0.001 par value per share (the "Common Stock").
 
 

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Item 1.01.
Entry into a Material Definitive Agreement .
 
On March 6, 2018 an Agreement and Plan of Merger (the " Agreement ") was made and entered into as of March 6, 2018 by and among CLI and Apotheca.  Certain other capitalized terms used in this agreement are defined in Exhibit A attached hereto.

The respective Boards of Directors of CLI and Apotheca have determined that it is in the best interest of each company and its respective stockholders to consummate the business combination transaction provided for in the agreement in which Apotheca would merge with and into CLI (the "Merger"), with Apotheca as the surviving entity post-Merger, upon the terms and subject to the conditions set forth herein; the respective Boards of Directors of CLI and the Apotheca have approved the Agreement, the Merger, and the other transactions contemplated by the Agreement, upon the terms and subject to the conditions set forth in the Agreement in accordance with the Nevada Revised Statutes regarding business combinations or merger  ("NRS"), and their respective corporate documents.  Each of CLI and Apotheca desires to make certain representations, warranties, covenants and agreements in connection with the Merger and the other transactions contemplated by the Agreement and also to prescribe various conditions to the consummation thereof; and for federal income tax purposes, the parties intend that the Merger shall qualify as reorganization under the provisions of Section 368(a)(1)(B) of the Code.


Item 2.01
Completion of Merger or Disposition of Assets.

Effect of the Merger.  At the Effective Time, by virtue of the Merger and without any action on the part of CLI or Apotheca or any holder of capital stock of CLI or Apotheca:

(a) Capital Stock of CLI.  Each issued and outstanding share of capital stock of shall by virtue of the Merger and without any action on the part of any holder thereof, be converted into and shall be existing as one share of CLI's common stock without need of re-issuance.  Such shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation being Apotheca.

(b) Conversion of CLI Stock:(i) Each share of CLI Common Stock issued and outstanding immediately prior to the Effective Time (individually a "Share" and collectively the "Shares"), shall be considered shares of Apotheca as the surviving entity as set forth below (the "Merger Consideration").

(ii) At the Effective Time, each Share held by CLI as treasury stock or held by CLI, or any Subsidiary of CLI, immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CLI continue to exist as shares of Apotheca as the surviving entity without further consideration with respect thereto.

(iii) At the Effective Time, each Share of the Treasury Stock as Authorized Shares but unissued Shares of CLI shall become Treasury Shares but unissued Shares of Apotheca, with no change the authorized shares which were in effect immediately prior to the Effective Time.

(iv) At the Effective Time, Apotheca as the surviving entity and in exchange for the acquisition of Apotheca shall be issued as such exchange for control and merger the amount of sixty million (60,000,000) shares of Apotheca as the surviving Company in the form of common shares to be distributed as set forth by Apotheca at its direction on a schedule set forth for issuance. Such shares shall be considered the Merger Control Shares and shall represent approximately sixty percent of the then post-issuance control of CLI post-merger. (v) At the time of exchange in such transaction, there is as certified by CLI, its board of directors and management, exist no convertible or other debt with claims or rights superior for the issuance of any shares of common stock in CLI, and no such claims need be recognized by Apotheca as debt of the surviving entity. Any such debt must have been and was not disclosed to Apotheca before this transaction, and the existing of such debt or claims is a liability of the prior management of CLI and not of Apotheca as the surviving entity.
 
 
 

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For a description of the Merger and the material agreements entered into in connection with the Merger, please see the disclosures set forth in Item 2.01 of this Current Report on Form 8-K, which disclosures are incorporated into this Item 1.01 by reference. Item 2.01 of this Current Report on Form 8-K contain only a brief description of the material terms of the Merger Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in their entirety by reference to the Acquisition Agreement which is filed as an exhibit to this Current Report on Form 8-K. 

The transaction is an arm's length transaction and there are no material relationships and conflicts between the parties. Mr. Talari or Talari Industries, has no relationship or ownership of the other party of this transaction  

Smaller Reporting Company
 
Following the consummation of the Merger, the Company will continue to be a "smaller reporting company," as defined in Regulation S-K promulgated under the Exchange Act.

FORM 10 INFORMATION
 
For purposes of this Current Report on Form 8-K, the Company is providing certain information that it would be required to disclose if it were a registrant filing a general form for registration of securities on Form 10 under the Exchange Act. As such, the terms the "Company," "we," "us," and "our" refer to the combined enterprises of Apotheca and CLI, after giving effect to the Acquisition and the related transactions described below, except with respect to information for periods before the consummation of the Acquisition which refer expressly to Apotheca or CLI, as specifically indicated.

BUSINESS
 
Company Overview
 
Apotheca is a developer of cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Its pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. Apotheca believes that it can deliver meaningful benefits using its technologies to the world's aging population.

Marketing Strategy Overview

Apotheca is developing cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Their pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids.

Apotheca is a pioneering biotech company with an emphasis in research and development in addition to the creation of high-grade nutraceuticals and pharma grade formulations. Apothecia's' goal is to lay the groundwork and continue research of cannabinoid receptiveness in patients and create nutraceuticals that reflects their research.

In the next weeks and months, the Company will be working diligently to bring on board world renown management team and scientist to help us facilitate our growth. The Company will also begin working with prominent universities across the globe to facilitate research studies on Opioid alternatives.

Opioid Crisis, a National Public Health Emergency - House approves massive opioids legislation

According to CNN, The House of Representatives passed the most expansive legislation Congress has taken to date to address the opioid crisis, approving a bipartisan package that combines 58 bills passed in the last two weeks.


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Provisions in the final package address a wide range of issues related to the crisis that is wreaking havoc across the country, such as expanding access to treatment and recovery services, coming up with opioid alternatives for pain treatment, intercepting illegal opioids at mail facilities and combating use of fentanyl. In a time of sharp partisan divides and vitriol, the 396-14 bipartisan vote underscored the reach and scope of the crisis on Capitol Hill, where lawmakers and staff say the issue has become one of, if not the, top issues they hear about from constituents in their states and districts.
With the crisis continuing to see widespread deaths, opioids are an issue that has touched most, if not all, in the states, cities and towns represented on Capitol Hill. During 2016, there were more than 63,600 overdose deaths in the United States, including 42,249 that involved an opioid, according to the Centers for Disease Control. That's an average of 115 opioid overdose deaths each day.

The bill, titled the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment (SUPPORT) for Patients and Communities Act, builds onto other efforts by Congress in recent years to tackle the epidemic, including $4 billion in funding earlier this year in a large spending bill. In 2016, the House passed the Comprehensive Addiction and Recovery Act and the 21st Century Cures Act.

Since 1999, the rate of overdose deaths involving opioids nearly quadrupled, and over 165,000 people have died from prescription opioid overdoses. Prescription pain medication deaths remain far too high, and in 2014, the most recent year on record, there was a sharp increase in heroin-involved deaths and an increase in deaths involving synthetic opioids such as fentanyl. Prevention, treatment, and research to rapidly tackle and reverse opioid overdoses are critical to fighting this epidemic.

Early data coming out of states where marijuana laws have been passed suggest that even as conventionally used, marijuana may be playing a role in offsetting the opioid addiction epidemic. Studies have shown that phytocannabinoids like cannabidiol have promising results in opioid withdrawal symptoms and heroin-seeking behavior.

Our studies have shown that cannabidiol can have promising improvements in opioid withdrawal symptoms by attenuating the rewarding effects of opioids. There is at least partial evidence that cannabinoid compounds can relieve from depression. Apotheca Biosciences will partner with opioid addiction centers and clinical practitioners to conduct studies on the use of RAPID for opioid addiction.

Patents and Trademarks

Apotheca has been developing Pain-Patch using CannaDERME transdermal delivery and state-of-the art smart device technologies for relieving various pains. Apotheca has formulated cannabidiol-based Pain-Patch for proof-of-concept studies. The company has now secured the two patent rights for this novel device which encompasses CannaDERME(TM) transdermal formulation and Pain-patch medical device technologies.

-- Cannabidiol is one of the key cannabinoid constituents in Hemp Plant. CBD is non-psychoactive and safe compound with a wide range of therapeutic applications, including the treatment of neural disorders and clinical studies have suggested a wide range of possible therapeutic effects of cannabidiol on several conditions.

-- The Pain-Patch has transcutaneous cannabinoid penetration technology coupled with thermosensitive nano-emulsion for sustained release of compounds for longer time. The device delivers therapeutic doses to brain via brain stem for whole-body effect.

-- The goal of these patches are to produce a pain-patch with a small footprint for easy concealment, a strong formula to counteract the decreased quality of life for individuals who suffer with systemic pain, a long shelf-life and the use of non-toxic and non-abrasive components to create the most comfortable and effective patch on the market using this technology .


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Government Regulation
 
With respect to our business, there is a substantial amount of change occurring in the United States regarding both the medical and recreational use of cannabis, and a number of individual states have enacted state laws to enable distribution, possession, and use of cannabis for medical, and in some cases, recreational purposes. Despite the development of a legal medical or recreational cannabis industry under certain state laws, cannabis use and possession remains illegal under federal law, and such state laws are in conflict with the Federal Controlled Substances Act. The Obama Administration had effectively stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute individuals lawfully abiding by state-designated laws allowing for use and distribution of medical and recreational cannabis. However, there is no guarantee that the new Trump Administration will not change the stated policy regarding enforcement of federal laws in states where cannabis has been legalized.

Employees
 
We presently have 3 full and part-time employees, and make extensive use of third-party contractors, consultants, and advisors to perform many of our present activities. We have not entered into any collective bargaining agreements with any of our employees, and we believe our relationships with our employees and any third-party contractors, consultants, and advisors are strong.
 
Legal Proceedings
 
We are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Current Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Litigation
 
We are not presently a party to any litigation nor to the knowledge of management is any litigation threatened against us which may materially affect our business or its assets. However, we may become involved with various legal matters arising in the ordinary course of our business that are complex in nature and have outcomes that are difficult to predict.

Reports to Security Holders
  
Our Internet address is http://www.Apotheca.com. The content on our website is available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Current Report. The public may read and copy any materials we file with the SEC, including our annual reports, quarterly reports, current reports, proxy statements, information statements and other information, at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov .


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RISK FACTORS
 
An investment in our Company involves a significant level of risk. Investors should carefully consider the risk factors described below together with the other information included in this Current Report on Form 8-K. If any of the risks described below occurs, or if other risks not identified below occur, our business, financial condition, and results of operations could be materially and adversely affected.

Risks Related to our Business
 
We have a limited operating history and a history of operating losses, and we may not be able to achieve or sustain profitability. In addition, we may be unable to continue as a going concern.
 
We were incorporated in February 26, 2018 and have only a limited operating history. We are not profitable and have incurred losses since our inception. We continue to incur research and development and general and administrative expenses related to our operations.

We incurred a net loss of $38,242 from inception (February 26, 2018) through April 30, 2018.

We expect to continue to incur losses for the foreseeable future, and these losses will likely increase as we continue to commercialize our products. The amount of future losses and when, if ever, we will achieve profitability are uncertain. If our products do not achieve market acceptance, we may never become profitable. The initial cost of completing development of our products and penetrating our anticipated markets will be substantial, and there is no assurance that we will be successful in doing so. We have no revenues to date and have not proven that we have been able to commercialize the product. Additionally, if we are not successful in growing revenues and controlling costs, we will not achieve profitable operations or positive cash flow, and even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Absent a significant increase in revenue or additional equity or debt financing, we may not be able to sustain our ability to continue as a going concern.

We are an early-stage company, and as such, we have no meaningful operating or financial history, we have no products in the marketplace, and we are pre-revenue at this time.
 
We commenced operations under the current business on February 26, 2018. Therefore, there is limited historical financial information upon which to base an evaluation of our performance and future prospects. Due to our lack of operating history, our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in the early-stage of operations, including, without limitation, the following:
 
 
absence of an operating history;
 
 
absence of any revenues;
 
 
absence of any products in the marketplace;
 
 
insufficient capital;
 
 
expected continual losses for the foreseeable future;
 
 
no history on which to evaluate our ability to anticipate and adapt to a developing market;
 
 
uncertainty as to market acceptance of our initial and future products;
 
 
limited marketing experience and lack of sales organization; and
 
 
competitive and highly regulated environment.
 

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Because we are subject to these risks, potential investors may have a difficult time evaluating our business and their investment in our Company. We may be unable to successfully overcome these risks, any of which could irreparably harm our business.

The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with a new enterprise, the commercial launch of a new product which still requires testing, and the operation in a competitive industry. We expect to sustain losses in the future as we implement our business plan. There can be no assurance that we will ever generate revenues or operate profitably.

We will require substantial additional funding, which may not be available to us on acceptable terms, or at all.
 
Our cash balance at April 30, 2018 was approximately $0.  We may not have adequate funds to fully develop our business, and we may need other capital investment to fully implement our business plans. We also expect that we will need substantial additional capital following this Acquisition. We do not have any contracts or commitments for additional funding, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our development plans. In that event, current stockholders would likely experience a loss of most or all of their investment. Additional funding that we do obtain may be dilutive to the interests of existing stockholders.
 
We are dependent on our current management team. If we fail to attract and retain key management personnel, we may be unable to successfully develop or commercialize our products.
 
In the early stages of development, our business will be significantly dependent on our management team. Our success will be particularly dependent upon Cameron Cox, Sam Talari, and John Verghese. The loss of any of their services could have a material adverse effect on us. We have not obtained key-man insurance on the lives of any members of our management team. Moreover, in order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified sales and marketing personnel. Competition for qualified individuals is intense. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel to join the Company on acceptable terms.
We may not be able to attract or retain qualified management and research personnel in the future due to the intense competition for qualified personnel in our industry. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience constraints that will impede significantly the achievement of our research and development objectives, our ability to raise additional capital and our ability to implement our business strategy. In particular, if we lose any members of our senior management team, we may not be able to find suitable replacements in a timely fashion or at all, and our business may be harmed as a result.

Laws and regulations affecting the cannabis industry are constantly changing, which could detrimentally affect our business, and we cannot predict the impact that future legislation or changes in enforcement practices may have on our company.
 
There is a substantial amount of change occurring in the United States regarding both the medical and recreational use of cannabis, and a number of individual states have enacted state laws to enable distribution, possession, and use of cannabis for medical, and in some cases, recreational purposes. The Obama Administration has effectively stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute individuals lawfully abiding by state-designated laws allowing for use and distribution of medical and recreational cannabis. However, there is no guarantee that the Trump Administration will not change the stated policy regarding enforcement of federal laws in states where cannabis has been legalized. Future active enforcement of the current federal regulatory position on cannabis on a regional or national basis may directly and adversely affect the willingness of customers to invest in or buy our Canna Sensor, which is used in connection with cannabis. In addition, federal or state legislation could be enacted in the future that could prohibit customers of our Canna Sensor from distributing, possessing, or using cannabis. If such legislation were enacted, customers may discontinue use of our Canna Sensor, our potential source of customers would be reduced, and our revenues may decline. Violation of any federal or state law, or allegations of such violations, could disrupt our business and result in a material adverse effect on our revenues, profitability, and financial condition.

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As the possession and use of cannabis is illegal under the Federal Controlled Substances Act, we may be deemed to be aiding and abetting illegal activities through the services that we provide to users, and as such may be subject to enforcement actions which could materially and adversely affect our business
 
The possession, use, cultivation, or transfer of cannabis remains illegal under the Federal Controlled Substances Act. Our Canna Sensor may be sold to customers that are engaged in the business of possession, use, cultivation, or transfer of cannabis. As a result, law enforcement authorities regulating the illegal use of cannabis may seek to bring an action or actions against us, including, but not limited, to a claim of aiding and abetting another's criminal activities. The Federal aiding and abetting statute provides that anyone who "commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal." 18 U.S.C. §2(a). As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations.

  We may not be able to compete effectively against products introduced into our market space.
 
The industry surrounding handheld consumer analyzers is rapidly evolving, and the market landscape is currently uncertain. However, we expect that as consumers begin to learn and adapt, products that will compete with our offerings will rapidly proliferate. These competitive products could have similar applications, perhaps using superior technology, and may provide additional benefits that our sensors do not. We expect that the market could be occupied by larger competitors with greater financial and other resources, which could hinder our market share. We may be forced to modify or alter our business and regulatory strategy, as well as our sales and marketing plans, in response to, among other things, changes in the market, competition, and technological limitations. Such modifications may pose additional delays in achieving our goals.

Our failure to effectively manage growth could impair our business.

Our business strategy envisions a period of rapid growth after our initial product launches, which may put a strain on our administrative and operational resources, and our funding requirements. Our ability to effectively manage growth will require us to successfully expand the capabilities of our operational and management systems, and to attract, train, manage, and retain qualified personnel during our initial product launch and future launches of our other products. There can be no assurance that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to appropriately manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.
 
We may be subject to product liability claims, and may not have sufficient product liability insurance to cover any such claims, which may expose us to substantial liabilities.
 
We may be exposed to product liability claims from consumers of our products. It is possible that any product liability insurance coverage we obtain will be insufficient to protect us from future claims. Further, we may not be able to obtain or maintain insurance on acceptable terms or such insurance may be insufficient to cover any potential product liability claim or recall. Failure to obtain or maintain sufficient insurance coverage could have a material adverse effect on our business, prospects, and results of operations if claims are made that exceed our coverage.

We have incurred costs and expect to incur additional costs related to the Acquisition.
 
We have incurred, and expect to continue to incur, various non-recurring costs associated with the acquisition, including, but not limited to, legal, accounting, and financial advisory fees. The substantial majority of our non-recurring expenses have been composed of these costs and expenses related to the execution of the acquisition


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From time to time we may need to license patents, intellectual property, and proprietary technologies from third parties, which may be difficult or expensive to obtain.
 
We may need to obtain licenses to patents and other proprietary rights held by third parties to successfully develop, manufacture and market our products. As an example, it may be necessary to use a third party's proprietary technology to reformulate a product in order to create a new type of sensor in response to market demand, or to improve the abilities of our current sensors. If we are unable to timely obtain these licenses on reasonable terms, our ability to commercially exploit our products may be inhibited or prevented.

If we are unable to adequately protect our technology or enforce our intellectual property rights, our business could suffer.
 
Our success with the products we will develop will depend, in part, on our ability to obtain and maintain patent protection for these products. The coverage claimed in a patent application can be significantly reduced before the patent is issued, and the patent's scope can be modified after issuance. Furthermore, if patent applications that we file or license are not approved or, if approved, are not upheld in a court of law, our ability to competitively exploit our products would be substantially harmed. Additionally, such patents may or may not provide competitive advantages for their respective products or they may be challenged or circumvented by our competitors, in which case our ability to commercially exploit any related products may be diminished.

We also will rely on trade secret and contractual protections for our unpatented, confidential, and proprietary technology. Trade secrets are difficult to protect. While we will enter into proprietary information agreements with certain of our employees, consultants, and others, these agreements may not successfully protect our trade secrets or other confidential and proprietary information. It is possible that these agreements will be breached, or that they will not be enforceable in every instance, and that we will not have adequate remedies in the case of any such breach. It is also possible that our trade secrets will become known or independently developed by our competitors. If we are unable to adequately protect our technology, trade secrets, or proprietary know-how, or enforce our patents, our business, financial condition, and prospects could suffer.

Intellectual property litigation is increasingly common and increasingly expensive, and may result in restrictions on our business and substantial costs, even if we prevail.
 
Patent and other intellectual property litigation is becoming more common, and such litigation may be necessary to defend against or assert claims of infringement, to protect trade secrets, to determine the scope and validity of proprietary rights of third parties, or to enforce our patent rights, including those we may license from others. Currently, no third party is asserting that we are infringing upon their patent or other intellectual property rights, nor are we aware or believe that we are infringing or will infringe upon any third party's patent or other intellectual property rights. We may, however, currently be infringing or infringe in the future upon a third party's patent or other intellectual property rights. In that event, litigation asserting such claims might be initiated in which we may not prevail, or may not be able to obtain the necessary licenses on reasonable terms, if at all. All such litigation, whether meritorious or not, as well as litigation initiated by us against third parties, is time-consuming and very expensive to defend or prosecute and to resolve. In addition, if we infringe the intellectual property rights of others, we could lose our right to develop, manufacture, or sell our products or could be required to pay monetary damages or royalties to license proprietary rights from third parties. An adverse determination in a judicial or administrative proceeding or a failure to obtain necessary licenses could prevent us from manufacturing or selling our products, which could harm our business, financial condition, and prospects.

If our competitors prepare and file patent applications in the United States that claim technology we also claim, we may have to participate in interference or derivation proceedings required by the United States Patent and Trademark Office to determine priority of invention, which could result in substantial costs, even if we ultimately prevail. Results of these proceedings are highly unpredictable and may result in us having to try to obtain licenses in order to continue to develop or market our product candidate.
 
 

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 If our competitors file administrative challenges of our patent applications after grant, we may have to participate in post-grant challenge proceedings, such as oppositions, inter-partes review, post grant review or a derivation proceeding, that challenge our entitlement to an invention or the patentability of one or more claims in our patent applications or issued patents. Such proceedings could result in substantial costs, even if we ultimately prevail. Results of these proceedings are highly unpredictable and may result in us losing proprietary intellectual property rights as claimed in the challenged patents.

We may encounter unanticipated obstacles to execution of our business plan which may cause us to change or abandon our current business plan.
 
Our business plan may change significantly based on our encountering unanticipated obstacles. Many of our potential business endeavors are capital intensive, and may be subject to statutory or regulatory requirements and other factors that we cannot control, and which could be detrimental to our business plan. We believe that our chosen undertakings and strategies make our plans achievable in light of current economic and legal conditions and with the skills, background, and knowledge of our management team and advisors. We reserve the right to make significant modifications to our stated strategies depending on future events.

  Risks Related to Our Common Stock
 
There is currently a limited public trading market for our common stock and one may never develop.
 
There currently is a limited public trading market for our securities, and it is not assured that any such public market will develop in the foreseeable future. While this is true of any small cap company, the fact that one of our initial products is a device that will be associated with the use of cannabis, the legal status of which has not been completely resolved at the state level in many states or on the federal level, may make the path to a listing on an exchange or actively traded in the over-the-counter market more problematic. Moreover, there can be no assurance that even if our common stock is approved for listing on an exchange or is quoted in the over-the-counter market in the future, that an active trading market will develop or be sustained. Therefore, we cannot predict the prices at which our common stock will trade in the future, if at all. As a result, our investors may have limited or no ability to liquidate their investments.

Trading in our common stock is conducted on the OTC Markets and on the Over The Counter Bulletin Board ("OTCBB"), as we currently do not meet the initial listing criteria for any registered securities exchange.  The OTCBB and OTC Markets are less recognized markets than the registered securities exchanges and is often characterized by low trading volume and significant price fluctuations.  These and other factors may further impair our stockholders' ability to sell their shares when they want to and/or could depress our stock price. As a result, stockholders could find it difficult to dispose of, or obtain accurate quotations of the price of our securities because smaller quantities of shares could be bought and sold, transactions could be delayed and security analyst and news coverage of our Company may be limited.  If a public market for our common stock does develop, these factors could result in lower prices and larger spreads in the bid and ask prices for our shares of common stock.
 


- 13 -



The market price of our common stock may be highly volatile and such volatility could cause you to lose some or all of your investment.
 
The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:

 
the announcement of new products or product enhancements by us or our competitors;
 
 
developments concerning intellectual property rights;
 
 
changes in legal, regulatory, and enforcement frameworks impacting our products;
 
 
variations in our and our competitors' results of operations;
 
 
fluctuations in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts;
 
 
the results of product liability or intellectual property lawsuits;
 
 
future issuances of common stock or other securities;
 
 
the addition or departure of key personnel;
 
 
announcements by us or our competitors of acquisitions, investments or strategic alliances; and
 
 
general market conditions and other factors, including factors unrelated to our operating performance.
 
Further, the stock market has recently experienced extreme price and volume fluctuations. The volatility of our common stock could be further exacerbated due to low trading volume. Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock and the loss of some or all of our investors' investment.

Some or all of the "restricted" shares of our common stock held by our stockholders, including, but not limited to, shares issued in connection with: (i) our incorporation in 2018 may be offered from time to time in the open market pursuant to an effective registration statement under the Securities Act, or without registration pursuant to Rule 144 promulgated thereunder, and these sales may have a depressive effect on the market price of our common stock.
  Because our common stock may be a "penny stock," it may be more difficult for investors to sell shares of our common stock, and the market price of our common stock may be adversely affected.
 
Our common stock may be a "penny stock" if, among other things, the stock price is below $5.00 per share, it is not listed on a national securities exchange, or it has not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This risk-disclosure document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser's written agreement to the purchase. Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to cancel its purchase and get their money back.
 
 

 
- 14 -




If applicable, the penny stock rules may make it difficult for stockholders to sell their shares of our common stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, stockholders may not always be able to resell their shares of our common stock publicly at times and prices that they feel are appropriate.

Because we became public by means of a merger, we may not be able to attract the attention of brokerage firms.
 
Additional risks may exist because we acquired our main operation, being Apotheca Biosciences Inc   through a "merger." Securities analysts of brokerage firms may not provide coverage of our Company since there is little incentive for brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct secondary offerings on our behalf in the future .

 Compliance with the reporting requirements of federal securities laws can be expensive.
 
We are a public reporting company in the United States, and accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act of 2002.  The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. If we do not provide current information about our Company to market makers, they will not be able to trade our stock. Failure to comply with the applicable securities laws could result in private or governmental legal action against us or our officers and directors, which could have a detrimental impact on our business and financials, the value of our stock, and the ability of stockholders to resell their stock.

  Our investors' ownership in the Company may be diluted in the future.
 
In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our present stockholders. We expect to need to issue a substantial number of shares of common stock or other securities convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, raising additional capital in the future to fund our operations, and other business purposes.

Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests.
 
As of the date of this Current Report, our directors, executive officers, principal stockholders and affiliated entities beneficially own, in the aggregate, approximately 30% of our outstanding voting securities as of the date hereof. Sam Talari, the President and a director of the Company, is the beneficial owner of approximately 68% of our outstanding voting securities as of the date hereof. As a result, if some or all of them acted together, they would have the ability to exert substantial influence over the election of our board of directors and the outcome of issues requiring approval by our stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in control of our Company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices. This concentration of ownership and influence in management and board decision-making could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our Company.
 
 
 
- 15 -



Our board of directors has historically had significant control over us and we have yet to establish committees comprised of independent directors.

Until June 25, Apotheca only had three directors. Because of such limited number of directors, each of our board members had significant control over all corporate issues. In addition, two of our three directors also held officer positions in Apotheca. We could not establish board committees comprised of independent members, and we did not have an audit or compensation committee comprised of independent directors. Our three directors performed these functions, despite not all being independent directors. Thus, there was potential conflict in that two of our directors were also engaged in management and participated in decisions concerning management compensation and audit issues that may affect management and Apotheca's performance.
 
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.
 
We must maintain effective internal controls to provide reliable financial reports and to detect and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as would be possible with an effective control system in place. We have not performed an in-depth analysis to determine if historical undiscovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.
 
We have been assessing our internal controls to identify areas that need improvement. We are in the process of implementing changes to internal controls, but have not yet completed implementing these changes. Failure to implement these changes to our internal controls or any others that it identifies as necessary to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our common stock.
 
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, the Company's  audited annual financial statements and the related notes thereto and the Company's unaudited interim financial statements and the related notes thereto, each of which appear elsewhere in this Current Report on Form 8-K. This discussion contains certain forward-looking statements that involve risks and uncertainties, as described under the heading "Forward-Looking Statements" in this Current Report on Form 8-K. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these risks and uncertainties, please see the disclosure under the heading "Risk Factors" elsewhere in this Current Report on Form 8-K . The Management Discussion and Analysis of Financial Condition and Results of Operations below is based upon only the financial performance of the Company.
 
Overview
 
Apotheca was incorporated on February 26, 2018. Apotheca is developing cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Their pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids.
Apotheca is a pioneering biotech company with an emphasis in research and development in addition to the creation of high-grade nutraceuticals and pharma grade formulations. Apothecia's' goal is to lay the groundwork and continue research of cannabinoid receptiveness in patients and create nutraceuticals that reflects their research.


- 16 -



Recent Events
 
Merger

On March 10, 2018, pursuant to the Merger Agreement, Apotheca entered into an Acquisition, and CLI became a wholly owned subsidiary of Apotheca. The acquisition has not yet been finalized.

The foregoing description of the Acquisition Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Acquisition Agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and which is incorporated by reference herein.

Results of Operations From inception (February 26, 2018) through April 30, 2018
 
Revenue
 
From inception (February 26, 2018) through April 30, 2018, the Company has had no revenues.  

Operating Expenses
 
G&A expenses were $30,000 from inception (February 26, 2018) through April 30, 2018. Personnel expenses from inception (February 26, 2018) through April 30, 2018 amounted to $8,242.
 
Net Loss
 
The Company incurred a net loss of $38,242 from inception (February 26, 2018) through April 30, 2018 for the reasons cited above.
 
Liquidity and Capital Resources
 
Our principal sources of cash have been loans from related parties: (i) $855 from Sam Talari, our President and (iii) $1,092 from Nuvus Gro Corp.
 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Contractual Obligations
 
Apotheca has no contractual obligations as of April 30, 2018:
 
 
- 17 -


DESCRIPTION OF PROPERTIES
 
The Company owns no properties or leases.  The Company shares its principal corporate offices which are located at 10901 Roosevelt Blvd N Bldg C 1000 in Saint Petersburg, Florida 33716. The monthly rent and utilities is allocated between several companies according to office space used.  The current rent and utility is $364.00 per month.
 
The Company believes its leased office and warehouse facilities are adequate for its current needs and provides opportunities for future expansion.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Security ownership of certain beneficial owners and management
 
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of July 24, 2018 for:
 
 
each of our directors and nominees for director;
 
 
each of our named executive officers;
 
 
all of our current directors and executive officers as a group; and
 
 
each person, entity or group, who beneficially owned more than 5% of each of our classes of securities.
  
We have based our calculations of the percentage of beneficial ownership on 111,314,000 shares of our common stock.

Unless otherwise indicated, the mailing address of each beneficial owner is Apotheca Biosciences Inc. 10901 Roosevelt Blvd. N,  Bldg C 1000,  Saint Petersburg,  Florida 33716. The information provided in the table is based on our records, information filed with the SEC, and information provided to us, except where otherwise noted.
 
Name
 
Position
 
 
Number of
Shares
Beneficially
Owned
 
 
Percentage of
Common
Stock Shares
Beneficially
Owned
 
Harvest Fund, LLC*
 
 
 
 
 
 
34,800,000
 
 
 
31.26%
 
Futureland Corp
 
 
 
 
 
 
12,000,000
 
 
 
10.78%
 
Saeed Talari
   
CEO / CFO / Director
     
8,000,000
     
7.19%
 
John Verghese
   
CTO / Director
     
2,000,000
     
1.80%
 
Craig Huffman
   
Legal Council
     
1,200,000
     
1.08%
 
Deirdre Fernandes
   
COO
     
1,000,000
     
0.90%
 
Karin Rohret
   
Secretary
     
1,000,000
     
0.90%
 
Cede & Co Fast Balance
           
14,280,000
     
12.83%
 
Cityhawk Limited
           
60,000
     
0.05%
 
Wan So Lee
           
18,142,670
     
16.30%
 
Veritas Capital Management Ltd
           
831,330
     
0.75%
 
Kook Chong Yoo
           
18,000,000
     
16.75%
 
All beneficial owners as a Group
 
 
 
 
 
 
111,314,000
 
 
 
100.00%
 
 
*Harvest Fund LLC is an entity controlled by our Chairman, Sam Talari. 


- 18 -


 
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The table below sets certain information concerning our executive officers and directors as of the closing of the Acquisition, including their names, ages, anticipated positions with us. Our executive officers are chosen by our Board and hold their respective offices until their resignation or earlier removal by the Board.

In accordance with our certificate of incorporation, incumbent directors are elected to serve until our next annual meeting and until each director's successor is duly elected and qualified.
 
Name
 
Age
 
Position
Saeed Talari
 
  57
 
CEO, CFO, Director (Chairman of the Board)
John Verghese
 
  58
 
CTO Director
 
  Directors
 
The following information pertains to the members of our Board effective as of the closing of the Acquisition, their principal occupations and other public company directorships for at least the last five years and information regarding their specific experiences, qualifications, attributes and skills:

Sam Talari – President CEO, CFO, Director (Chairman of the Board)

Mr. Talari, born and raised as an entrepreneur, found his calling in incubating exciting leading edge technology companies in private and public sector, with a unique business plan merging the boundaries between a hedge fund and a VC. Mr. Talari has been the Chief Executive Officer of FutureWorld Energy, Inc. since November 21, 2005. Mr. Talari served as the Acting Chief Executive Officer at Infrax Systems, Inc. since November 21, 2008 and Chief Operating Officer until October 2009 and served as its Interim President. Mr. Talari founded and manages FutureTech since 2001 and Talari Industries since 2008. He serves as a Director at PowerCon Energy Systems, Inc, and Chairman & CEO of Lockwood Technology. He studied Computer Science and Mathematics at the University of New Hampshire. Mr. Talari holds a Bachelor's Degree in Computer Science, Engineering, and Mathematics from University of Lowell and has a Master's Degree in Finance from Trinity. 

John Verghese – CTO, Director

Seasoned telecommunication expert with 23+ years of experience in building and operating local and wide area networks. Well rounded in all the functional areas of the telecom industry from planning, engineering and operations to sales and customer support. Extensive experience working for a local power utility to provide voice, video and data communications to corporate facilities, power plants and substations. He also now serves as President and CEO of HempTech Corp, a global leader in solutions to the cannabis industry.

Executive Officers
 
The following information pertains to our executive officers effective as of the Closing Date:

Sam Talari – President, Chairman

Mr. Talari, born and raised as an entrepreneur, found his calling in incubating exciting leading edge technology companies in private and public sector, with a unique business plan merging the boundaries between a hedge fund and a VC. Mr. Talari has been the Chief Executive Officer of FutureWorld Energy, Inc. since November 21, 2005. Mr. Talari served as the Acting Chief Executive Officer at Infrax Systems, Inc. since November 21, 2008 and Chief Operating Officer until October 2009 and served as its Interim President. Mr. Talari founded and manages FutureTech since 2001 and Talari Industries since 2008. He serves as a Director at PowerCon Energy Systems, Inc, and Chairman & CEO of Lockwood Technology. He studied Computer Science and Mathematics at the University of New Hampshire. Mr. Talari holds a Bachelor's Degree in Computer Science, Engineering, and Mathematics from University of Lowell and has a Master's Degree in Finance from Trinity. 
 

 
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Non-Executive Officers
 
John Verghese –   Chief Technology Officer

Seasoned telecommunication expert with 23+ years of experience in building and operating local and wide area networks. Well rounded in all the functional areas of the telecom industry from planning, engineering and operations to sales and customer support. Extensive experience working for a local power utility to provide voice, video and data communications to corporate facilities, power plants and substations. 

Involvement in Legal Proceedings
 
To the Company's knowledge, none of our officers or our directors has, during the last ten years:

 
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
 
 
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
 
 
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
 
 
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
 
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
To the Company's knowledge, there are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
 
- 20 -


Arrangements for Appointment of Directors and Officers
 
Pursuant to the Acquisition Agreement, as of the Closing Date, Apotheca has the right to appoint each of the seven (7) directors of the Company and has the right to designate all of the executive officers of the Company.
The disclosures set forth in Item 5.01 of this Current Report on Form 8-K are incorporated by reference into this item.

Family Relationships
 
There are no family relationships among the members of our Board or our executive officers.

Composition of the Board
 
In accordance with our certificate of incorporation, our Board is elected annually as a single class.

Communications with our Board of Directors
 
Our stockholders may send correspondence to our board of directors c/o the Corporate Secretary at Apotheca Biosciences Inc, 10901 Roosevelt Blvd N., Bldg C 1000, Saint Petersburg, Florida 33716. Our corporate secretary will forward stockholder communications to our board of directors prior to the board's next regularly scheduled meeting following the receipt of the communication.

  Code of Business Conduct and Ethics
 
Effective as of February 26, 2018, the Company adopted a Code of Business Conduct and Ethics that applies to, among other persons, our president or chief executive officer as well as the individuals performing the functions of our chief financial officer, corporate secretary and controller. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
  
 
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
 
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to regulatory agencies, including the Securities and Exchange Commission;
 
 
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
 
 
accountability for adherence to the Code of Business Conduct and Ethics.
 
Our Code of Business Conduct and Ethics requires, among other things, that all of our personnel be afforded full access to our president or chief executive officer with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our personnel are to be afforded full access to our board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or chief executive officer.
 
 

- 21 -



In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our president or chief executive officer. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by our president or chief executive officer, the incident must be reported to any member of our board of directors or use of a confidential and anonymous hotline phone number. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Business Conduct and Ethics by another. Our Code of Business Conduct and Ethics is available, free of charge, to any stockholder upon written request to our Corporate Secretary at Apotheca Biosciences Inc, 10901 Roosevelt Blvd N., Bldg C 1000, Saint Petersburg, Florida 33716.  A copy of our Code of Business Conduct and Ethics is also attached as an exhibit to this Current Report on Form 8-K.
 
CORPORATE GOVERNANCE
 
Board Committees
 
Our board of directors intends to establish an audit committee, a nominating and governance committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. The nominating and governance committee will assist our board of directors in fulfilling its oversight responsibilities and identify, select and evaluate our board of directors and committees. Mr. Talari may be selected to be the Chairman of the Audit Committee. No final determination has yet been made as to the memberships of the other committees.
 
We will reimburse all directors for any expenses incurred in attending directors' meetings provided that we have the resources to pay these fees. We will provide officers and directors liability insurance.
 
Leadership Structure
 
The chairman of our board of directors and chief executive officer positions are not currently the same person, Mr. Saeed Talari. Our bylaws do not require our board of directors to separate the roles of chairman and chief executive officer but provides our board of directors with the flexibility to determine whether the two roles should be combined or separated based upon the Company's needs.  Our board of directors believes the combination of the chairman and the chief executive officer roles may be the appropriate structure for the company at later time. Our board of directors believes the current leadership structure serves as an aid in the board of directors' oversight of management and it provides the Company with sound corporate governance practices in the management of its business.



- 22 -



Risk Management
 
The board of directors discharges its responsibilities, and assesses the information provided by the Company's management and the independent auditor, in accordance with its business judgment.  Management is responsible for the preparation, presentation, and integrity of the Company's financial statements, and management is responsible for conducting business in an ethical and risk mitigating manner where decisions are undertaken with a culture of ownership.  Our board of directors oversees management in their duty to manage the risk of our company and each of our subsidiaries. Our board of directors regularly reviews information provided by management as management works to manage risks in the business. Our board of directors intends to establish board committees to assist the full board of directors' oversight by focusing on risks related to the particular area of concentration of the relevant committee. For example, the compensation committee will oversee risks related to our executive compensation plans and arrangements, the audit committee will oversee the financial reporting and control risks and the nominating and governance committee will oversee risks associated with the independence of our board of directors and potential conflicts of interest. If a risk is of sufficient magnitude, a committee will report on the discussions of the applicable relevant risk to the full board of directors during the committee reports portion of the board of directors meetings. The full board of directors will incorporate the insight provided by these reports into its overall risk management analysis.
 
Meetings
 
No director who served as a director during the past year of Apotheca attended fewer than 75% of the aggregate of the total number of meetings of the Apotheca's board of directors.

EXECUTIVE COMPENSATION
 
The following table lists the summary compensation of Apotheca's named executive officers:

Name and principal position
Year
 
Salary
 
Bonus
 
Stock
awards
 
Option awards
 
All
other
comp.
 
Total
 
 
                           
Saeed Talari
   
2019
*
 
$
180,000
   
$
-
   
$
-
   
$
-
   
$
-
   
$
180,000
 
Chief Executive Officer
         
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
                                                       
 

 *So far the Company has accrued $30,000 from inception (February 26, 2018) through April 30, 2018 (Fiscal Year 2019).


- 23 -



Agreements with Named Executive Officers

Sam Talari, President

On February 26, 2018 Apotheca entered into a five-year employment agreement with Sam Talari. The employment agreement provides that Mr. Talari shall serve as the Apotheca's President or such other title or position as may be designated from time to time by the Apotheca's board of directors. The employment agreement can be terminated pursuant to written notification by either Apotheca or Mr. Talari, which notification may occur at any time for any reason. Mr. Talari's initial base salary is $180,000 per year, subject to periodic review by the Apotheca board of directors and may be increased in the discretion of Apotheca.

Under the terms of the employment agreement, Mr. Talari is also eligible to participate in all group term life insurance plans, group health plans, accidental death and dismemberment plans and short-term disability programs and other perquisites which are made available to the Apotheca executives and for which Mr. Talari qualifies.

Under the terms of the employment agreement, should Apotheca terminate Mr. Talari's employment other than for cause during the first 5 years of the employment agreement, or should Mr. Talari resign for good reason, Apotheca shall have no further obligation under the employment agreement, except that Apotheca will continue to pay Mr. Talari's base salary for a two year period, (less, if applicable, any long-term disability payments) and the Target Bonus (as defined below) for a one year period following termination of Mr. Talari's employment on the normal payroll dates, and in addition one hundred percent (100%) of Mr. Talari's then-outstanding unvested stock options shall immediately vest.

The employment agreement provides that for each fiscal year during the employment agreement, Mr. Talari shall be eligible for an incentive bonus. For each full fiscal year of employment, Mr. Talari shall be eligible for an incentive bonus of up to one hundred percent (100%) of his annual base salary and his performance objectives shall be set such that one hundred percent (100%) completion of his objectives shall entitle him to at least seventy-five percent (75%) of the bonus (the "Target Bonus"). During the first year of employment Mr. Talari shall be eligible for the bonus plan as outlined in the employment agreement. After the first year, the bonus amount will be based on the following factors: (1) the financial performance of Apotheca as determined and measured by Apotheca's board of directors, and (2) Mr. Talari's achievement of management targets and goals as set by Apotheca. The bonus amount is intended to reward contribution to Apotheca's performance over an entire fiscal year, and on the basis of continuing, cumulative contribution, and consequently will be paid only if Mr. Talari is employed and in good standing at the time of bonus payments, which will occur each quarter.

The foregoing is only a brief description of the material terms of the employment agreements, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in their entirety by reference to the employment agreement which is filed as an exhibit to this Current Report on Form 8-K.

Outstanding Equity Awards

None

Director Compensation

We may plan to have our directors receive $1,000 per month as compensation as directors but there is no compensation being considered at this time.
 

 

- 24 -



Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed all required Forms 3, 4, and 5.
  
Director Compensation Arrangements
 
There are no director compensations as of this Acquisition in 2018. It is anticipated that reasonable compensation would be awarded for new directors as stated above
 
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Transactions with Related Persons
Apotheca
 
None.
 
Cannabis Leaf Incorporated
 
None


- 25 -



Review and Approval of Transactions with Related Persons
 
In reviewing and approving transactions with related persons, Apotheca and CLI's board of directors considered all material factors in relation to such related person's role in a proposed transaction, including, without limitation, the related person's indirect or direct financial interest in the proposed transaction, other interests such related person may have in the proposed transaction, the terms and conditions of the proposed transaction, and whether such transaction is on an equivalent to arms-length basis. After reviewing and factoring all these considerations, Apotheca's board of directors, and the disinterested directors, if applicable, determined whether to approve the proposed transaction with the respective related person. While Apotheca did not have any written polices with respect to review and approval of any such transactions with related persons, Apotheca's believes the processes its board of directors has followed ensure the appropriateness of its entry into such transactions with related persons and that they were entered into on terms on an equivalent basis to an arms-length transaction.
 
Director Independence
 
Board of Directors
 
Currently we do not have any independent directors but pursuant to Nasdaq Stock Market Rule 5605(a)(2) and applicable SEC rules and regulations we may consider such in near term.  Mr. Talari, and Mr. Verghese are currently employed as our CEO/Treasurer and CTO, respectively, and therefore would not be considered independent directors.
 
Potential Conflicts of Interest
 
Since we did not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees were performed by our directors. Thus, there was an inherent conflict of interest.
 
LEGAL PROCEEDINGS
 
From time to time we may be involved in claims arising in the ordinary course of business. No legal proceedings, governmental actions investigations or claims are currently pending against us or involve us.
 
CONTROLS AND PROCEDURES
 
This report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
 
 
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Our common stock is currently quoted on the OTC Markets under the symbol "PCFP" To date, there has been limited trading in our common stock.
 
As of July 24, 2018 there were approximately 12 record holders of our common stock.
 
We paid no dividends or made any other distributions in respect of our common stock since inception and we have no plans to pay any dividends or make any other distributions in the future.


- 26 -



DESCRIPTION OF CAPITAL STOCK
 
Our authorized capital stock consists of 600,000,000 shares of common stock at .001 par value per share.
 
Common Stock
 
Of the authorized common stock, 111,314,000 shares are outstanding as of immediately after the closing of the Acquisition and after giving effect to the shares to be issued to the former Apotheca shareholders as a result of the Acquisition. The holders of our common stock are entitled to receive dividends from our funds legally available therefor only when, as and if declared by our Board, and are entitled to share ratably in all of our assets available for distribution to holders of our common stock upon the liquidation, dissolution or winding-up of our affairs. Holders of our common stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our common stock are entitled to one vote per share on all matters which they are entitled to vote upon at meetings of stockholders or upon actions taken by written consent pursuant to Nevada corporate law. The holders of our common stock do not have cumulative voting rights, which mean that the holders of a plurality of the outstanding shares can elect all of our directors. All of the shares of our common stock currently issued and outstanding are fully-paid and non-assessable. No dividends have been paid to holders of our common stock since our incorporation, and no cash dividends are anticipated to be declared or paid in the reasonably foreseeable future.

Equity Compensation Plan Information
 
The following table summarizes our equity compensation plan information as of July 24, 2018. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders.
 
Plan Category
 
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
   
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
   
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
 
Equity compensation plans approved by stockholders
   
0
   
$
.00
     
0
 
Equity compensation plans not approved by stockholders
 
None
     
N/A
     
N/A
 



- 27 -


 
Shares Eligible for Future Sale
 
As of the date hereof, there were 111,314,000 shares of our common stock outstanding. We are authorized to issue by our Articles of Incorporation, an aggregate of 600,000,000 shares of common stock, .001 par value per share.
 
Rule 144
 
 
Pursuant to Rule 144 of the Securities Act, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months (or longer in the case of former shell companies as described below) would be entitled to sell their securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale, (2) we are subject to the Exchange Act reporting requirements for at least 90 days before the sale and (3) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.
 
 
Persons who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of: 1% of total shares outstanding and the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a 144 notice with respect to such sale (which average volume criteria only applies if the company's securities become listed on NASDAQ or an exchange).
 
Provided, in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
 
However, since our shares are quoted on the OTC Markets, which is not an "automated quotation system," our stockholders will not be able to rely on the market-based volume limitation described in the second bullet above. If, in the future, our securities are listed on an exchange or quoted on NASDAQ, then our stockholders would be able to rely on the market-based volume limitation. Unless and until our stock is so listed or quoted, our stockholders can only rely on the percentage based volume limitation described in the first bullet above.
 
Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144. The selling stockholders will not be governed by the foregoing restrictions when selling their shares pursuant to this prospectus.
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Nevada law and certain provisions of our bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.
 
In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person's actions were in good faith, were believed to be in our best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of our Board, by legal counsel, or by a vote of the stockholders, that the applicable standard of conduct was met by the person to be indemnified.


- 28 -




 
The circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.
 
Indemnification may also be granted pursuant to the terms of agreements which may be entered into in the future or pursuant to a vote of stockholders or directors. The statutory provision cited above also grants the power to us to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.
 
A stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements set forth in Item 9.01(a) and (b) of this Current Report on Form 8-K are incorporated by reference into this item.

CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
The disclosures set forth in Item 4.01 of this Current Report on Form 8-K are incorporated by reference into this item.
 
 
Item 5.01.
Changes in Control of Registrant.
 
The disclosures set forth in Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item.

Upon consummation of the Acquisition, Apotheca acquired control of the Company.
 
 
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
As soon as practicable, the Company intends to amend its Articles of Incorporation to change its corporate name from "Cannabis Leaf Incorporated" to "Apotheca Biosciences Inc".

 
Item 7.01.
Regulation FD Disclosure.
 
On June 25, 2018, the Company issued a press release announcing consummation of the Acquisition with Cannabis Leaf, Inc. pursuant to the Acquisition Agreement. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act.
 
 
- 29 -


Item 9.01. 
Financial Statements and Exhibits.
 

 
(b) 
Exhibits
 
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
 
Exhibit No.  
 
Description
     
 
 
 
 
 
     
 
 
- 29 -


APOTHECA BIOSCIENCES INC.
FROM INCEPTION THROUGH APRIL 30, 2018
INDEX TO FINANCIAL STATEMENTS
 
Financial Statements
 
   
Reports of Independent Registered Public Accounting Firms
F-1
   
Balance Sheets at April 30, 2018
F-2
   
Statement of Operations from inception (February 26, 2018) through April 30, 2018
F-3
   
Statement of Cash Flows from inception (February 26, 2018) through April 30, 2018
F-4
   
Notes to Financial Statements
F-5
 
 


- 30 -

 

 
Report of Independent Registered Public Accounting Firm

 
To the shareholders and the board of directors of Apotheca Biosciences, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Apotheca Biosciences, Inc. (the "Company") as of and for the period ended April 30, 2018, the related statement of operations, stockholders' deficit, and cash flows for the period from February 26, 2018 (inception) through to April 30, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

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

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

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

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s BF Borgers CPA PC
BF Borgers CPA PC

We have served as the Company's auditor since 2017
Lakewood, CO
August 31, 2018


 
 
 


F-1


APOTHECA BIOSCIENCES, INC.
Condensed Balance Sheet

  
 
April 30,
 
   
2018
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
     
Current liabilities
     
Accounts payable
 
$
295
 
Accrued expenses
   
30,000
 
Related party advances
   
1,947
 
Total current liabilities
   
32,242
 
 
       
TOTAL LIABILITIES
   
32,242
 
 
       
Stockholders' deficit
       
Common stock: 200,000,000 authorized; $0.0001 par value 111,314,000 outstanding
   
6,000
 
Accumulated deficit
   
(38,242
)
TOTAL STOCKHOLDERS' DEFICIT
   
(32,242
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
-
 
         
 

The accompanying notes are an integral part of these financial statements 
 


F-2


 
APOTHECA BIOSCIENCES, INC.
Condensed Statement of Operations

   
From Inception (February 26, 2018) through
April 30, 2018
 
       
Revenues
 
$
-
 
         
         
Operating Expenses
       
   Personnel expenses
   
30,000
 
   General and administrative
   
8,242
 
     Total operating expenses
   
38,242
 
         
Net loss
 
$
(38,242
)
Basic and diluted loss per share
 
$
(0.01
)
Weighted average number of shares outstanding
   
37,752,809
 
 
 
 
The accompanying notes are an integral part of these financial statements
 
 
F-3



APOTHECA BIOSCIENCES, INC.
Condensed Statements of Cash Flows

    
From Inception (February 26, 2018) through
April 30, 2018
 
CASH FLOWS FROM OPERATING ACTIVITIES:
     
Net loss
 
$
(38,242
)
         
Adjustments to reconcile net loss to net cash used by operating activities
       
Issuance of stock for services
   
6,000
 
Changes in operating assets and liabilities:
       
Account payable
   
295
 
Accrued expenses
   
30,000
 
Related party advances
   
1,947
 
Net Cash Used by Operating Activities
   
-
 
         
Net increase (decrease) in cash and cash equivalents
   
-
 
Cash and cash equivalents, beginning of period
   
-
 
Cash and cash equivalents, end of period
 
$
-
 
         

The accompanying notes are an integral part of these financial statements

 

F-4


APOTHECA BIOSCIENCES, INC.
NOTES TO
FINANCIAL STATEMENTS

 
1.  
Nature of operations

Apotheca Biosciences, Inc. a Nevada Corporation ("Apotheca") incorporated on February 26, 2018. Apotheca is a developer of cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Its pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. Apotheca believes that it can deliver meaningful benefits using its technologies to the world's aging population.

The Company's corporate office is located in St. Petersburg, Florida.


2.  
Summary of significant accounting policies

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates.

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
 
 


F-5


APOTHECA BIOSCIENCES, INC.
NOTES TO
FINANCIAL STATEMENTS


2.  
Summary of significant accounting policies (continued):
 
Derivative Liability

We evaluate convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging." The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

Deferred Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company's ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company's customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. The allowance for doubtful accounts is created by forming a credit balance which is deducted from the total receivables balance in the balance sheet.
 
 


F-6


APOTHECA BIOSCIENCES, INC.
NOTES TO
FINANCIAL STATEMENTS


2.  
Summary of significant accounting policies (continued):
 
Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. There was no depreciation expense from inception (February 26, 2018) ended April 30, 2018.

Stock Based Compensation Expense

We expect to account any share-based compensation pursuant to ASC Topic 718, Stock-Based Compensation . ASC 718 requires measurement of all employee share-based payments awards using a fair-value method. When a grant date for fair value is determined we will use the Black-Scholes-Merton pricing model. The Black-Scholes-Merton valuation calculation requires us to make key assumptions such as future stock price volatility, expected terms, risk-free rates and dividend yield. The weighted-average expected term for stock options granted was calculated using the simplified method in accordance with the provisions of Staff Accounting Bulletin No. 107, Share-Based Payment. The simplified method defines the expected term as the average of the contractual term and the vesting period of the stock option. We will estimate the volatility rates used as inputs to the model based on an analysis of the most similar public companies for which Perpetual Industries, Inc. has data. We will use judgment in selecting these companies, as well as in evaluating the available historical volatility data for these companies.

ASC 718 requires us to develop an estimate of the number of share-based awards which will be forfeited due to employee turnover. Annual changes in the estimated forfeiture rate may have a significant effect on share-based payments expense, as the effect of adjusting the rate for all expense amortization after January 1, 2006 is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate is higher than the estimated forfeiture rate, then an adjustment is made to increase the estimated forfeiture rate, which will result in a decrease to the expense recognized in the financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment is made to decrease the estimated forfeiture rate, which will result in an increase to the expense recognized in the financial statements. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. We have never paid cash dividends, and do not currently intend to pay cash dividends, and thus have assumed a 0% dividend yield.
 
Apotheca Biosciences, Inc. will continue to use judgment in evaluating the expected term, volatility and forfeiture rate related to its stock-based awards on a prospective basis, and in incorporating these factors into the model. If our actual experience differs significantly from the assumptions used to compute its stock-based compensation cost, or if different assumptions had been used, we may record too much or too little share-based compensation cost.

Revenue Recognition

Revenue includes product sales. The Company recognizes revenue from product sales in accordance with Topic 606 "Revenue Recognition in Financial Statements" which considers revenue realized or realizable and earned when all of the following criteria are met:
 
 
 (i)
 
persuasive evidence of an arrangement exists,
 
(ii)
 
the services have been rendered and all required milestones achieved,
 
(iii)
 
the sales price is fixed or determinable, and
 
(iv)
 
Collectability is reasonably assured.
 
 

 
F-7


APOTHECA BIOSCIENCES, INC.
NOTES TO
FINANCIAL STATEMENTS


2.  
Summary of significant accounting policies (continued):
 
Convertible Debentures

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 "Debt with Conversion and Other Options." In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt.

Fair Value of Financial Instruments

Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount.

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.

Advertising, Marketing and Public Relations

The Company expenses advertising and marketing costs as they are incurred. There were no advertising expenses from inception through April 30, 2018

Offering Costs

Costs incurred in connection with raising capital by the issuance of common stock are recorded as contra equity and deducted from the capital raised.

Income Taxes

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our consolidated federal tax return and any state tax returns are not currently under examination.
 


F-8


APOTHECA BIOSCIENCES, INC.
NOTES TO
FINANCIAL STATEMENTS


2.  
Summary of significant accounting policies (continued):
 
The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Net Income (loss) Per Common Share

The Company computes loss per common share, in accordance with FASB ASC Topic 260,  Earnings Per Share,  which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. 

Recent Accounting Pronouncements

ASU 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements". ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during the year ended December 31, 2015.

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern." The provisions of ASU No. 2014-15 require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company's consolidated financial statements.

Other accounting standards which were not effective until after April 30, 2018 are not expected to have a material impact on the Company's consolidated financial position or results of operations.
 
 

F-9


APOTHECA BIOSCIENCES, INC.
NOTES TO
FINANCIAL STATEMENTS


3.  
Accrued expense

During the period from inception (February 26, 2018) through April 30, 2018, the Company had $30,000 in accrued expenses which was accrued salaries for the Company's president.


4.  
Advances from related parties
 
During the period from inception (February 26, 2018) through April 30, 2018, the Company had $1,947 in advances from related parties. Of the $1,947 in advances, $1,092 related to rent paid on behalf of the Company by Nuvus, a related party. The remaining $855 was related to corporate filing fees paid by the Company's president.


5.  
Going concern matters
 
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.   At April 30, 2018, the Company had $0 in cash, respectively, and $32,242 in negative working capital, respectively.  From inception (February 26, 2018) through April 30, 2018, the Company had a net loss of $32,242. Continued losses may adversely affect the liquidity of the Company in the future.  Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern.  The recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems.




F-10


 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Apotheca Biosciences Inc
 
 
 
 Date: August 31, 2018
 By: /s/ Saeed Talari
 
Saeed Talari
 
CEO
 






- 31 -

Exhibit 2.1
 
 

AGREEMENT AND PLAN OF MERGER
by and among
Apotheca Biosciences, Inc.  and Cannabis Leaf, Inc., dated as of March 6, 2018
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the " Agreement "), is made and entered into as of March 6, 2018 by and among Apotheca Biosciences, Inc. a Nevada Corporation ("Apotheca") and Cannabis Leaf,
Inc., a Nevada corporation (" CLI "),  Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
RECITALS
WHEREAS, the respective Boards of Directors of CLI and Apotheca have determined that it is in the best interest of each company and its respective stockholders to consummate the business combination transaction provided for herein in which Apotheca would merge with and into CLI (the " Merger "), with Apotheca as the surviving entity post-Merger, upon the terms and subject to the conditions set forth herein;
WHEREAS, the respective Boards of Directors of CLI and the Apotheca have approved this Agreement, the Merger, and the other transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth in this Agreement in accordance with the Nevada Revised Statutes regarding business combinations or merger  (" NRS "), and their respective corporate documents;
WHEREAS, each of CLI and Apotheca desires to make certain representations, warranties, covenants and agreements in connection with the Merger and the other transactions contemplated by this Agreement and also to prescribe various conditions to the consummation thereof; and
WHEREAS, for federal income tax purposes, the parties intend that the Merger shall qualify as reorganization under the provisions of Section 368(a)(1)(B) of the Code.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1
THE MERGER
1.1.   The Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NRS, Apotheca shall be merged with and into CLI at the Effective Time of the Merger (as defined in Section 1.3).  Also at the Effective Time, Apotheca shall continue as the surviving corporation (the " Surviving Corporation ") as a business combination under Nevada law and shall succeed to and assume all the rights, properties, liabilities and obligations of CLI in accordance with the NRS.
 
Exhibit 2.1 -- Page 1

 
1.2.   Closing .  Upon the terms and subject to the conditions set forth herein and unless this Agreement has been terminated pursuant to its terms, the closing of the Merger (the " Closing ") shall take place on May 15, 2018 at which time the conditions to Closing set forth in this Agreement shall have been satisfied or, to the extent permitted hereunder, waived by the appropriate party (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree.  The date on which the Closing actually occurs and the transactions contemplated hereby become effective is hereinafter referred to as the " Closing Date ."  At the time of the Closing, CLI and Apotheca shall deliver the certificates and other documents and instruments required to be delivered hereunder.
1.3.   Effective Time of the Merger .  Subject to the provisions of this Agreement, at the Closing, the parties hereto shall (a) cause a certificate of merger in substantially the form required by the Secretary of State of Nevada to be executed and filed with the Secretary of State of the State of Nevada, and (b) take all such other and further actions as may be required by the NRS or other applicable Law to make the Merger effective.  The Merger shall become effective as of the date and time of the filing of the Nevada Certificate of Merger or at such later date or time as may be agreed by CLI and CLI in writing and specified in the Nevada Certificate of Merger in accordance with relevant provisions of the NRS.  The date and time of such effectiveness are referred to herein as the " Effective Time ."
1.4.   Effects and Intent of the Merger .  Subject to the foregoing, the effects of the Merger shall be as provided in the applicable provisions of the NRS. At no time will CLI, its officers, directors or any party shall before the Closing and change of control to Apotheca by distribution of the Merger Control Shares to Apotheca, take any action which is contrary to the intent that the business of Apotheca merges with CLI, and that the control of the surviving entity shall be controlled by Apotheca under the merger. As well nothing will be done to diminish the assets, business plan, intellectual property, contracts or other matters of value related to Apotheca by any party to the material matters and property being brought into the Merger by Apotheca. Any breach of action concerning the intent of such merger and control of Apotheca by CLI, its officers, directors or any party before the effective change in control shall be an immediate breach, which shall be grounds for immediate withdrawal of all such assets, business and other matters of Apotheca from such transaction, without need of judicial remedy.
1.5.   Certificate of Incorporation and Bylaws of the Surviving Corporation .  The Certificate of Incorporation of CLI as in effect immediately prior to the Effective Time and as amended by the Nevada
Certificate of Merger shall, from and after the Effective Time, be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or in accordance with applicable Law.  The Bylaws of CLI as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in accordance with applicable Law.
1.6.   Directors and Officers .  The following directors and officers of Apotheca will become directors of CLI immediately after signing of this agreement and must adhere to the terms and conditions of this agreement and any other policies and procedures of CLI prior to the Effective Time: Saeed Talari and John Verghese.  In addition Jason Sakowski, the current sole Director of CLI will remain on as a director of the Surviving Corporation.  All directors of the Surviving Corporation, including Jason Sakowski, will remain as directors until their successors shall have been duly elected or appointed and qualified in accordance with applicable Law or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
 
Exhibit 2.1 -- Page 2

 
ARTICLE 2
EFFECT OF THE MERGER ON THE CAPITAL STOCK OF COMPANY

2.1.   Effect of the Merger.  At the Effective Time, by virtue of the Merger and without any action on the part of CLI or Apotheca or any holder of capital stock of CLI or Apotheca:
(a)  Capital Stock of CLI Each issued and outstanding share of capital stock of shall by virtue of the Merger and without any action on the part of any holder thereof, be converted into and shall be existing as one share of CLI's common stock without need of re-issuance.  Such shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation being Apotheca.
(b)  Conversion of CLI Stock Subject to other provisions of this Article 2:
 
(i)     Each share of CLI Common Stock issued and outstanding immediately prior to the Effective Time (individually a " Share " and collectively the " Shares "), shall be considered shares of Apotheca as the surviving entity as set forth below (the " Merger Consideration ").
(ii)     At the Effective Time, each Share held by CLI as treasury stock or held by CLI, or any Subsidiary of CLI, immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CLI continue to exist as shares of Apotheca as the surviving entity without further consideration with respect thereto.
(iii)     At the Effective Time, each Share of the Treasury Stock as Authorized Shares but unissued Shares of CLI shall become Treasury Shares but unissued Shares of Apotheca, with no change the authorized shares which were in effect immediately prior to the Effective Time.
(iv)     At the Effective Time, Apotheca as the surviving entity and in exchange for the acquisition of Apotheca shall be issued as such exchange for control and merger the amount of sixty million (60,000,000) shares of Apotheca as the surviving Company in the form of common shares to be distributed as set forth by Apotheca at its direction on a schedule set forth for issuance. Such shares shall be considered the Merger Control Shares and shall represent approximately sixty percent of the then post-issuance control of CLI post-merger. Such Merger
Control Shares shall be issued within 10 days of the execution of this agreement and held in trust with CLI's attorney and such Merger Control Shares carry no voting or preemptive rights until the Merger Control Shares are distributed at the Closing of this Agreement to the parties as set forth by Apotheca in such schedule 6 to this Agreement. Such shares shall not be voted by any party for distribution, sale or other disposition of the assets and business brought into the Merger from Apotheca. Such Merger Control Shares shall have an anti-dilutive right where additional shares on a pro-rata basis shall be entitled to Apotheca until the time of the distribution of the Merger Control Shares at the time of the Closing.
(v)     At the time of exchange in such transaction, there is as certified by CLI, its board of directors and management, exist no convertible or other debt with claims or rights superior for the issuance of any shares of common stock in CLI, and no such claims need be recognized by Apotheca as debt of the surviving entity. Any such debt must have been and was not disclosed to Apotheca before this transaction, and the existing of such debt or claims is a liability of the prior management of CLI and not of Apotheca as the surviving entity.
2.3. Additional Actions .  If, at any time after the Effective Time, Apotheca requires the action of any director, officer or other associated party of CLI to be done to complete the transfer of control of CLI to Apotheca, then such director, officer or associated party shall take all such actions necessary for such transfer of control, satisfaction of any claims or otherwise as Apotheca may demand in order to complete this transaction.
 
Exhibit 2.1 -- Page 3

 
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF CLI
CLI represents and warrants to Apotheca that as of the date of this Agreement:
3.1.   Organization, Standing and Corporate Power .  CLI is duly organized, validly existing and in good standing under the Laws of the State of Nevada and has the requisite corporate power and authority and all government licenses, authorizations, Permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  CLI is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect., which is any material matter that would cause CLI or the surviving entity from conducting business within the State of Nevada, or in any other location, or would impede its rights to conduct business in a material way.
3.2.   Subsidiaries .  CLI does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.
3.3.   Capital Structure of CLI .  As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding capital stock CLI, and all shares of capital stock exists in the following manner, with 42,314,000 shares of common stock outstanding, and no classes or series of preferred shares of any kind authorized or outstanding. CLI certifies that there are 9,000,000 common shares which are not considered issued and outstanding and are not part of the 42,314,000 shares but are due for cancellation and will be cancelled before the Closing Date. Except as set forth in Schedule 3.3, no shares of capital stock or other equity securities of CLI are issued, reserved for issuance or outstanding.  All outstanding shares of capital stock of CLI are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.  Except as set forth on Schedule 3.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of CLI having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters.  Except as set forth in Schedule 3.3, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which CLI is a party or by which it is bound obligating CLI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of CLI or obligating CLI to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.  There are no outstanding contractual obligations, commitments, understandings or arrangements of CLI to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of CLI.  Except as set forth on Schedule 3.3, there are no agreements or arrangements pursuant to which CLI is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the " Securities Act ") or other agreements or arrangements with or among any security holders of CLI with respect to securities of CLI.
3.4.   Corporate Authority; Noncontravention .  CLI has all requisite corporate and other power and authority to enter into this Agreement and, subject to receipt of the approval of stockholders holding the requisite number of shares required under applicable Law and CLI's Amended and Restated Certificate of Incorporation and Bylaws to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by CLI and the consummation by CLI of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of CLI.  This Agreement has been duly executed and when delivered by CLI shall constitute a valid and binding obligation of CLI, enforceable against CLI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of CLI under, (i) the certificate or articles of incorporation, bylaws or other organizational or charter documents of CLI, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to CLI, its properties or Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to CLI, its properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to CLI or could not prevent, hinder or materially delay the ability of CLI to consummate the transactions contemplated by this Agreement.
 
Exhibit 2.1 -- Page 4

 
3.5.   Governmental Authorization .  No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to CLI in connection with the execution and delivery of this Agreement by CLI or the consummation by CLI of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the NRS, the Securities Act or Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the " Exchange Act ").
3.6.   Financial Statements .
(a)   CLI has provided Apotheca a copy of the audited consolidated financial statements of CLI for the fiscal year ended January 31, 2017 and unaudited consolidated financial statements of CLI for the periods ended October 31, 2017 (collectively, the " Financial Statements ").  Such financial statements exist in the form of a 10-K filing for January 31, 2017 and a 10-Q for the period of October 31, 2017 which are publicly filed with the Securities and Exchange Commission. The Financial Statements fairly present the financial condition of CLI presented at the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims against, debts and liabilities of CLI presented, fixed or contingent, and of whatever nature, as of the dates indicated in all material respects. CLI has not applied the provisions of ASC 81515, Accounting for Derivative Instruments and Hedging Activities, for the accounting of the valuation of common stock warrants and conversion features embedded in the convertible debt. Accordingly, CLI has not recorded the impact, if any, on the balance sheet or statement of operations related to the estimated fair market value of the various features with a corresponding discount to the underlying financial instruments.
(b)   Since the October 31, 2017 Quarterly filing with the SEC which shall be considered the balance sheet for purposes of this transaction (the " Company Balance Sheet Date ")t there has been no Material Adverse Effect with respect to CLI.
(c)   Except as set forth on Schedule 3.6, since CLI Balance Sheet Date, CLI has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has CLI issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital stock or any other security of CLI and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any capital stock or any other security of CLI or has incurred or agreed to incur any indebtedness for borrowed money.
3.7.   Absence of Certain Changes or Events .  Except as set forth on Schedule 3.7, since CLI Balance Sheet Date, CLI has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(a)   Material Adverse Effect with respect to CLI;
(b)   event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 5.1 without prior consent of CLI;
(c)   condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of CLI to consummate the transactions contemplated by this Agreement;
(d)   incurrence, assumption or guarantee by CLI of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices;
(e)   creation or other incurrence by CLI of any Lien on any asset other than in the ordinary course consistent with past practices;
(f)   payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
 
Exhibit 2.1 -- Page 5

 
(g)   material write-offs or write-downs of any Assets of CLI;
(h)   damage, destruction or loss having, or reasonably expected to have, a Material Adverse Effect on
CLI;
(i)   other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or give rise to a Material Adverse Effect with respect to CLI;
(j)   transaction or commitment made, or any Contract or agreement entered into, by CLI relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by CLI or any Contract or other right, in either case, material to CLI, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(k)   agreement or commitment to do any of the foregoing.
3.8.  Certain Fees .  Except as set forth on Schedule 3.8, no brokerage or finder's fees or commissions are or will be payable by CLI to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
3.9.  Litigation; Compliance with Laws .
(a)   There is no suit, action or proceeding or investigation pending or, to the Knowledge of CLI, threatened against or affecting CLI or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to CLI or prevent, hinder or materially delay the ability of CLI to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against CLI having, or which, insofar as reasonably could be foreseen by CLI, in the future could have, any such effect.
 
Exhibit 2.1 -- Page 6

 
(b)   The conduct of the business of CLI complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable thereto, except as would not have a Material Adverse Effect with respect to CLI.
 
3.10.   Tax Returns and Tax Payments .
(a)   Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, CLI has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions).  All such Tax Returns are true, correct and complete in all respects.  All Taxes due and owing by CLI have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required).  CLI is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax.  No claim has ever been made in writing or otherwise addressed to CLI by a taxing authority in a jurisdiction where CLI does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.  The unpaid Taxes of CLI did not, as of CLI Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto).  Since CLI Balance Sheet Date, neither CLI nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice.  As of the Closing Date, the unpaid Taxes of CLI and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of CLI.
 
(b)           No material claim for unpaid Taxes has been made or become a Lien against the property of CLI or is being asserted against CLI, no audit of any Tax Return of CLI is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by CLI and is currently in effect.  CLI has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.
 
(c)   As used herein, " Taxes " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign.  As used herein, " Tax Return " shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.
 
3.12.  No Registration of Securities Apotheca understands and acknowledges that the offering, exchange and issuance of Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2).  A registration statement for shares identified on Schedule 3.12 shall be filed within 60 days of the Closing.
 
3.13.   CLI Information .   Apotheca acknowledges that it has had access to the documents filed by CLI under the Exchange Act, since the end of its most recently completed fiscal year to the date hereof, and has carefully reviewed the same (" Exchange Act Documents ").  Apotheca further acknowledges that CLI has made available to it the opportunity to ask questions of and receive answers from CLI's officers and directors concerning the terms and conditions of this Agreement and the business and financial condition of CLI, and Apotheca has received to its satisfaction, such information about the business and financial condition of CLI and the terms and conditions of the Agreement as it has requested.  Apotheca has carefully considered the potential risks relating to CLI and investing in the Merger Consideration, and fully understands that such securities are speculative investments, which involve a high degree of risk of loss of CLI and its stockholders' entire investment.  Among others, Apotheca has carefully considered each of the risks identified under the caption "Risk Factors" in the Exchange Act Documents, which are incorporated herein by reference.  CLI has made available all such information to its stockholders in considering the terms and conditions of the Merger.
Exhibit 2.1 -- Page 7

 
 
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF APOTHECA and CLI
 
Apotheca and CLI represent that, except as set forth herein that both entities affirm the following at the time of the Agreement:
 
4.1.   Organization, Standing, Corporate Power   and Quotation of Common Stock .  Apotheca is duly organized, validly existing and in good standing under the Laws of the State of Nevada and has the requisite corporate power and authority and all government licenses, authorizations, Permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  Apotheca is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to Apotheca.
Subsidiaries.  Apotheca does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.
4.2.   Litigation; Compliance with Laws .
(a)        There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of CLI and Apotheca, threatened against or affecting CLI or Apotheca or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of CLI or Apotheca or prevent, hinder or materially delay the ability of each of CLI or Apotheca to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against CLI or Apotheca having, or which, insofar as reasonably could be foreseen by CLI or Apotheca, in the future could have, any such effect.
 
4.3.   Material Contract Defaults .  Neither CLI nor Apotheca is not, or has not received any notice or has any Knowledge that any other party is, in Material Contract Default under anyMaterial Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a Material Contract Default.  For purposes of this Agreement, a " Material Contract " means any Contract that is effective as of the Closing Date to which CLI or Apothecais a party (i) with expected receipts or expenditures in excess of $25,000, (ii) requiring CLI or Apotheca to indemnify any person, (iii) granting exclusive rights to any party, or (iv) evidencing indebtedness for borrowed or loaned money in excess of $25,000, including guarantees of such indebtedness.
4.4.   Board Determination .  The Board of Directors of each of CLI and Apotheca have unanimously determined that the terms of the Merger are fair to and in the best interests of CLI and Apotheca and their stockholders.
4.5.   Required CLI Share Issuance Approval .  Both CLI and Apotheca represents that the issuance of the Merger Consideration will be in compliance with the NRS. and the Articles of Incorporation and Bylaws of CLI and Apotheca as applicable.
4.6.   Undisclosed Liabilities .  Neither CLI or Apotheca have any liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the CLI SEC Documents filed prior to the date hereof or incurred in the ordinary course of business since CLI Balance Sheet Date, nor as applicable to Apotheca as a private company before such merger occurs.
4.7.   Full Disclosure .  All of the representations and warranties made by each of CLI and Apotheca in this Agreement, including CLI Disclosure Schedules attached hereto, and all statements set forth in the certificates delivered by each of CLI and Apotheca at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading.  The copies of all documents furnished by each of CLI and Apotheca pursuant to the terms of this Agreement are complete and accurate copies of the original documents.  The schedules, certificates, and any and all other statements and information, whether in written or electronic form, to CLI or its representatives by or on behalf of any of CLI or Apotheca or their Affiliates in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.
 
Exhibit 2.1 -- Page 8

 
4.8.   Shell Company .  CLI represents that it is not a "shell company," as described in paragraphs (i)(1)(i) and (ii) of Rule 144 promulgated under the Securities Act, since not being a Shell Company is material to this Agreement as a continuing public entity
ARTICLE 5
COVENANTS OF CLI
5.1.   Stockholder Approval .  CLI will, as promptly as practicabl
e in accordance with applicable Law and its Amended and Restated Certificate of Incorporation and Bylaws, submit this Agreement, the Merger and related matters for the consideration and approval by CLI's stockholders.  The approval by written consent or stockholder vote will be solicited in compliance with applicable Laws.
5.2.   Satisfaction of Conditions Precedent .  During the term of this Agreement, CLI will use its commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article 8, and CLI will use its commercially reasonable efforts to cause the Merger and the other transactions contemplated by this Agreement to be consummated.
5.3.   Notification of Certain Matters .  CLI shall give prompt notice to Apotheca of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would cause any Company representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of CLI to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.6 shall not limit or otherwise affect the remedies available hereunder to CLI.
5.4.   Director and Officer Appointments .  (a)  As of the Effective Time, CLI shall have taken all action to cause the persons as set forth on Schedule 5.4 to be appointed those parties by Apotheca as the directors and officers of Apotheca as the surviving Corporation for such merger.

5.5.   Satisfaction of Conditions Precedent .  During the term of this Agreement, CLI will use its commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article 8, and CLI will use its commercially reasonable efforts to cause the Merger and the other transactions contemplated by this Agreement to be consummated.
ARTICLE 6
COVENANTS OF CLI AND APOTHECA
6.1.   Notices of Certain Events . CLI and Apotheca shall promptly notify the other party of:
(a)       any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b)       any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and
(c)       any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge threatened against, relating to or involving or otherwise affecting such party that, if pending on the date of this Agreement, would have been required to be disclosed pursuant to Articles 3 or 4 or that relate to the consummation of the transactions contemplated by this Agreement or any other development causing a breach of any representation or warranty made by a party hereunder.  Delivery of notice pursuant to this Section 7.1 shall not limit or otherwise affect remedies available to either party hereunder.
 
Exhibit 2.1 -- Page 9

 
6.2   Public Announcements .  No party shall have the right to issue any press release or other public statement with respect to this Agreement or the transactions contemplated herein without the prior written consent of each other party (not to be unreasonably withheld, delayed, denied or conditioned), except as required by Law.
6.3  Transfer Restrictions .
(a)   Both CLI and Apotheca realize that the Merger Consideration is not registered under the Securities Act, or any foreign or state securities Laws.  Both CLI and Apotheca agree that the Merger Consideration will and may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred (collectively, a " Transfer ") except in compliance with the Securities Act, if applicable, and applicable foreign and state securities Laws, and with an opinion of the Surviving post-merger Company's counsel.  Both CLI and Apotheca understand that the Merger Consideration can only be Transferred pursuant to registration under the Securities Act or pursuant to an exemption therefrom.  Both CLI and Apotheca understand that to Transfer the Merger Consideration may require in some jurisdictions specific approval by the appropriate governmental agency or commission in such jurisdiction.
(b)   To enable Company to enforce the transfer restrictions contained, both CLI and Apotheca hereby consent to the placing of legends upon, and stop-transfer orders with the transfer agent of the Common Stock with respect to the Merger Consideration, including, without limitation, the following:
 
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, MORTGAGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF, EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, OR (II) IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF CLI AND ITS COUNSEL."
 
6.4.   Current Report .  Apotheca, with assistance of the current CLI management as necessary shall file a Current Report on Form 8-K with the SEC.  Company shall file a Current Report on Form 8-K with the SEC by amendment to the aforementioned Current Report on Form 8-K within four (4) days, and financial statements as applicable within and not later than 71 days after such initial filing, containing information about the Merger and pro forma financial statements of Apotheca and CLI and audited financial statements of CLI as required by Regulation S-K under the Securities Act (the " 8-K Report ").
ARTICLE 7
INDEMNIFICATION
  7.1.   Indemnification by CLI
(a)   Subject to the limitations contained in this Article 7, CLI shall defend, indemnify and hold harmless Apotheca and their respective officers, directors, stockholders, employees and agents from and against any and all losses, claims, judgments, liabilities, demands, charges, suits, penalties, costs or expenses, including court costs and attorneys' fees (" Claims and Liabilities ") with respect to or arising from (i) the breach of any warranty or any inaccuracy of any representation made by CLI in this Agreement, or (ii) the breach of any covenant or agreement made by CLI in this Agreement.
 
Exhibit 2.1 -- Page 10

 
 
(b)   In addition to the obligations set forth in Section 8.1(a) above, CLI shall defend indemnify and hold harmless Apotheca and their respective officers, directors, stockholders, employees and agents against any and all Claims and Liabilities with respect to or arising from any claims for any right to receive Merger Consideration made by any Person who is not a holder of Company Stock at the Effective Time or is a holder of Company Stock and claiming a right to Merger Consideration.
ARTICLE 8
CONDITIONS TO MERGER
8.1.   Condition to Obligation of Each Party to Effect the Merger .  The respective obligations of CLI, CLI to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Effective Time of the following conditions.
(a)   No Injunctions .  No temporary restraining Order, preliminary or permanent injunction issued by any court of competent jurisdiction preventing or prohibiting the consummation of the Merger or the other transactions contemplated herein shall be in effect; provided, however, that each party shall have used its commercially reasonable efforts to prevent the entry of such Orders or injunctions and to appeal as promptly as possible any such Orders or injunctions and to appeal as promptly as possible any such Orders or injunctions that may be entered.

(b)   Company Stockholder Approval .  This Agreement and the Merger shall have been approved and adopted by the requisite vote of CLI, CLI's stockholders in accordance with CLI's Certificate of Incorporation, the NRS as applicable to the approval and transaction.

(c)   Audited Financial Statements. At Closing both CLI and Apotheca shall provide audited financial Statements from each of their respective entities in order to effect the merger and establish the Effective time.

(d)   Post-Merger Capitalization .  At the Effective Time, the authorized capital stock of CLI shall consist of 600,000,000 shares of CLI Common Stock, of which approximately, 102, 314,000 shares shall be issued and outstanding of CLI after the exchange of shares and 0 Preferred Stock shall be issued and outstanding.

(e)   Officers and Directors .  CLI shall deliver to Apotheca evidence of appointment of those new directors and officers as further described as appointed by Apotheca to be effective upon the Closing Date.

(f)   Liabilities .  As of the Closing Date, CLI shall have no more than $1,000 in actual or contingent liabilities, in the event that there is in excess of $1,000 in actual or contingent liabilities at Closing, CLI will pay the amount in full prior to the effective time  and CLI will have no other obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) (including, without limitation any Contracts), except for its obligations incurred under this Agreement, the Transaction Documents, and the Financing.

(g)   No Toxic Financing . During the period prior to the Effective Time and for a period of eighteen (18) months after the Effective Time neither CLI or Apotheca shall engage in any debt financing that allows for a conversion feature that provides for a large discount from the current trading price of the Company or a large penalty for early pay off of the debt.

(h)   No Consolidation of Outstanding Share Capital. During the period prior to the Effective Time and for a period of eighteen (18) months after the Effective Time CLI or Apotheca shall not engage in any corporate actions that allow for the consolidation of the Company's issued and outstanding share capital (reverse share split).

(i)   Exchange Act Reporting . CLI will have made all required filings which CLI would have been required to make with the Securities and Exchange Commission under the Exchange Act, and such filings will have complied in all material respects with applicable requirements under the Exchange Act.
 
 
Exhibit 2.1 -- Page 11

 
 
(j)   Additional Deliveries . CLI will have delivered to Apotheca, on or prior to the Closing Date, (i) such pay-off letters and releases relating to liabilities as CLI may reasonably request to confirm that CLI has no more than $1,000 in liabilities, (ii) a good standing certificate from the State of Nevada, dated within 5 days of the Closing Date, and (iii) such other documents as CLI may reasonably request.
ARTICLE 9
TERMINATION
9.1.   Termination .  This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the Merger by the stockholders of CLI and/or Apotheca:
(a)   by mutual written agreement of CLI and Apotheca duly authorized by the Boards of Directors of CLI and Apotheca;
(b)   by either CLI or Apotheca, if the other party has breached any representation, warranty, covenant or agreement of such other party set forth in this Agreement and such breach has resulted or can reasonably be expected to result in a Material Adverse Effect on such other party or would prevent or materially delay the consummation of the Merger;
(c)   by either party, if the required approval of the stockholders of CLI shall not have been obtained by reason of the failure to obtain the required vote;
(d)   by either party, if all the conditions to the obligations of such party for Closing the Merger shall not have been satisfied or waived on or before the Final Date (as defined below) other than as a result of a breach of this Agreement by the terminating party; or
(e)   by either party, if a permanent injunction or other Order by any Federal or state court which would make illegal or otherwise restrain or prohibit the consummation of the Merger shall have been issued and shall have become final and non-appealable;
As used herein, the " Final Date " shall be March 31, 2018.
9.2.   Notice of Termination .  Any termination of this Agreement under Section 9.1 above will be effective immediately upon by the delivery of written notice of the terminating party to the other party hereto specifying with reasonable particularity the reason for such termination.
9.3  Effect of Termination .  In the case of any termination of this Agreement as provided in this Section 9, this Agreement shall be of no further force and effect and nothing herein shall relieve any party from liability for any breach of this Agreement.
 
ARTICLE 10
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the parties contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement, until the date that is the first anniversary of the Closing Date, whereupon such representations, warranties and covenants will expire (except for covenants that by their terms survive for a longer period).
 
 
Exhibit 2.1 -- Page 12

 
ARTICLE 11
GENERAL PROVISIONS
11.1.   Notices .  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:  (a) upon personal delivery to the party to be notified with acknowledgement in writing; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient with confirmation of receipt from recipient, if not, then on the next business day with such confirmation; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) upon receipt through a  nationally recognized overnight courier, specifying not later than two day delivery, with written verification of receipt.  All communications shall be sent to the parties at the following addresses or facsimile numbers specified below (or at such other address or facsimile number for a party as shall be designated by ten days advance written notice to the other parties hereto):
(a)   If to CLI:
Cannabis Leaf, Inc.
4500 9th Avenue NE
Seattle, WA 98105


(b)   If to Apotheca:
Apotheca Biosciences, Inc.
10901 Roosevelt Blvd.
Suite 1000-C
Saint Petersburg, (FL) 33704
with a copy to (which shall not constitute notice):
Craig A. Huffman, Esquire Securus Law Group, P.A.
13046 Racetrack Road #243
Tampa, Florida 33626
Phone: (888) 914-4144
Fax: (888) 783-4712

11.2.   Amendment .  To the extent permitted by Law, this Agreement may be amended by a subsequent writing signed by each of the parties upon the approval of the Boards of Directors of each of the parties, whether before or after any stockholder approval of the issuance of the Merger Consideration has been obtained; provided, that after any such approval by the holders of Shares, there shall be made no amendment that pursuant to the NRS requires further approval by such stockholders without the further approval of such stockholders.
11.3.   Waiver .  At any time prior to the Closing, any party hereto may with respect to any other party hereto (a) extend the time for performance of any of the obligations or other acts, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions contained herein.  Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.
11.4.   Failure or Indulgence Not Waiver; Remedies Cumulative .  No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other rights.  Except as otherwise provided hereunder, all rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
11.5.   Headings .  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
 
Exhibit 2.1 -- Page 13

 
11.6.   Severability .  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible, in a mutually acceptable manner, to the end that transactions contemplated hereby are fulfilled to the extent possible.
11.7.   Entire Agreement .  This Agreement (including CLI Disclosure Schedule and the Apotheca Disclosure Schedule together with the Transaction Documents and the exhibits and schedules attached hereto and thereto and the certificates referenced herein) constitutes the entire agreement and supersedes all prior agreements and undertakings both oral and written, among the parties, or any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein.
11.8.   Assignment .  No party may assign this Agreement or assign its respective rights or delegate their duties (by operation of Law or otherwise), without the prior written consent of the other party.  This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
11.9.   Parties In Interest .  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their permitted assigns and respective successors, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including, without limitation, by way of subrogation.
11.10.   Governing Law and Jurisdiction.  This Agreement will be governed by, and construed and enforced in accordance with the Laws of the State of Nevada as applied to Contracts that are executed and performed in Nevada, without regard to the principles of conflicts of Law thereof. Exclusive Jurisdiction over this matter, agreement and any conflict between the parties shall exist exclusively in the Circuit Court in and for Pinellas County, Florida as the situs of the Apotheca as the surviving entity.
11.11.   Counterparts .  This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.  This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an " Electronic Delivery "), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties.  No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.
11.12.   Attorney's Fees .  If any action or proceeding relating to this Agreement, or the enforcement of any provision of this Agreement is brought by a party hereto against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).
11.13.   Representation .  The parties to this Agreement, and each of them, acknowledge, agree, and represent that it:  (a) has been represented in connection with the negotiation and preparation of this Agreement by counsel of that party's choosing; (b) has read the Agreement and has had it fully explained by its counsel; (c) it is fully aware of the contents and legal effect of this Agreement; (d) has authority to enter into and sign the Agreement; and (e) enters into and signs the same by its own free will.
 
Exhibit 2.1 -- Page 14

 
11.14.   Drafting .  The parties to this Agreement acknowledge that each of them have participated in the drafting and negotiation of this Agreement.  For purposes of interpreting this Agreement, each provision, paragraph, sentence and word herein shall be deemed to have been jointly drafted by both parties.  The parties intend for this Agreement to be construed and interpreted neutrally in accordance with the plain meaning of the language contained herein, and not presumptively construed against any actual or purported drafter of any specific language contained herein.
11.15.   Interpretation .  For purposes of this Agreement, references to the masculine gender shall include feminine and neuter genders and entities.  Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated.  Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."  References to a "party" or "parties" shall mean CLI, on the one hand, and Apotheca, on the other hand, as applicable.  The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  References to "this Agreement" shall include CLI Disclosure Schedule and the CLI Disclosure Schedule.

 
 

 

[ Remainder of Page Intentionally Left Blank; Signature Page to Follow ]
 
 
 
Exhibit 2.1 -- Page 15

 
IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of Merger to be executed as of the date first written above by their respective officers thereunto duly authorized.
 
Apotheca Biosciences, Inc.
   
 
By:     /s/ Saeed Talari
 
Name:  SAEED TALARI
 
Title:  CEO
   
   
 
Cannabis Leaf, Inc.
   
   
 
  By:  /s/ Jason Sakowski
 
Name:  Jason Sakowski
 
Title:  President
 
 
Exhibit 2.1 -- Page 16







SCHEDULE A
 




Exhibit 2.1 -- Page 17




SCHEDULE 3.3 OTHER OUTSTANDING SHARE OBLIGATIONS
 





Exhibit 2.1 -- Page 18

 

 
SCHEDULE 3.6 BALANCE SHEET DISCLOSURES
N/A

SCHEDULE 3.7
N/A

SCHEDULE 3.8
N/A

SCHEDULE 3.12
N/A



Exhibit 2.1 -- Page 19



SCHEDULE 5.4 - NEW DIRECTORS AND OFFICERS OF SURVIVING ENTITY

Sam Talari
Acting CEO, CFO, Chairman
Dr. Bobban Subhadra
President
   
Karin Rohret
Secretary, Accountant, Administrator
   
Deidre Fernandes
COO
John Verghese
CTO, Director
Jason Sakowski  Director 



SCHEDULE 6 – NEW COMMON SHARES ISSUED TO APOTHECA SHAREHOLDERS
HARVEST FUND, LLC        
34,800,000
SAEED TALARI        
8,000,000
CRAIG HUFFMAN          
1,200,000
FUTURELAND CORP        
12,000,000
DEIDRE FERNANDES        
1,000,000
JOHN VERGHESE          
2,000,000
KARIN ROHRET          
1,000,000
TOTAL        
60,000,000

 
Exhibit 2.1 -- Page 20

Exhibit 3.2
 
 
 
Exhibit 3.2 -- Page 1

 
 
Exhibit 3.2 -- Page 2

 
Exhibit 3.2 -- Page 3

 
Exhibit 3.2 -- Page 4

 
Exhibit 3.2 -- Page 5

 
Exhibit 3.2 -- Page 6

 
 
 
 
 
 
Exhibit 3.2 -- Page 7


Exhibit 10.8
 
 
 

APOTHECA BIOSCIENCES, INC.
EMPLOYMENT AGREEMENT WITH SAM TALARI

THIS EMPLOYMENT AGREEMENT (the " Agreement ") is made and entered into effective as of Feb. 26, 2018 (the " Effective Date "), by and between APOTHECA. , a Nevada Corporation (the "Company" ), and Sam Talari (the "Executive" ).

RECITALS
A.
Executive possesses knowledge and skills which the Company believes will be of substantial benefit to its operations and success, and the Company desires to employ the Executive on the terms and conditions set forth below.
B.
Executive is willing to make his services available to the Company on the terms and conditions set forth below.
C.
Company and Executive wish to enter into this Agreement providing for, among other things, the full-time employment of the Executive by the Company in accordance with the terms set forth herein.
AGREEMENT
NOW, THEREFORE , in consideration of the mutual premises set forth above and the respective representations, warranties, covenants, agreements, and conditions contained herein, the adequacy and sufficiency of which is hereby acknowledged by the Company and the Executive, the parties hereto, intending to be legally bound, do hereby agree as follows:
1.
Employment .  The Company hereby agrees to employ Executive and Executive hereby accepts and agrees to be employed by the Company in the capacity of the Chief Executive Officer upon the terms and conditions hereinafter set forth in the management of the Company.  The Executive shall diligently perform all services as may be assigned to his by the Board of Directors of the Company having management responsibility for the APOTHECA for which the Executive will be primarily responsible managing the day to day operations of the Company, and shall exercise such power and authority as may from time-to-time be delegated to him by the Board and shall have all of the powers, authority, duties, and responsibilities usually incident to the position and role of Chief Executive Officer in private companies that are comparable in size, character, and performance to the Company. The Board may also direct Executive to perform such duties for any entities which are now or may in the future be direct or indirect subsidiaries of the Company (the "Affiliates"), subject to the limitation that Executive's overall time commitment is comparable to similarly situated executives.  Executive shall serve the Company and the Affiliates faithfully, diligently, and to the best of his ability.  Executive agrees during the Term (as hereinafter defined) of this Agreement to devote all of his full-time business efforts, attention, energy, and skill to the performance of his employment to furthering the interests of the Company and the Affiliates.  In connection with his employment by the Company, the Executive shall be based in Saint Petersburg, FL area or at any Company location as he may determine to be appropriate for the performance of his duties, and he agrees to travel, subject to the reimbursement of expenses set forth in Section 4(e) below and to the extent reasonably necessary to perform his duties and obligations under this Agreement, to Company facilities and other destinations.  During the Term and any Renewal Term, Executive shall not engage in any other employment or occupation for any direct or indirect remuneration without the prior written consent of the Board; provided that the Executive may engage in community service and other charitable activities without prior written consent of the Board.
 
Exhibit 10.8 -- Page 1

 
2.
Conditions of Employment .  The Executive agrees that so long as he is employed under this Agreement he will (i) at all times perform his responsibilities in a manner reasonably satisfactory to and subject to the direction and control of the Board with respect to his activities on behalf of the Company; (ii) comply with all material rules, orders, and regulations of the Company; (iii) truthfully and accurately maintain and preserve such records and make all reports as the Company may reasonably require; (iv) fully account for all monies and other property of the Company that he may from time to time have custody of and deliver the same to the Company whenever and however directed to do so by the Board of Directors of the Company as long as such requests are in compliance with all applicable laws; (v) act at all times in a professional manner in keeping with the Company's philosophy, avoiding any action that would materially reflect poorly on the Company's reputation or be damaging to its image;  and (vi) obey all laws now in force or hereafter enacted affecting the work place.
3.
Term of Employment .  The Term of employment hereunder will commence on the  Effective Date and terminate five (5) years from the Effective Date (the "Term"), unless terminated earlier pursuant to Section 5 of this Agreement.  The Term shall automatically renew ("Renewal Term") for successive one year terms, unless written notification of non-renewal is provided by either party no less than 30 days prior to the expiration of the Term or the then current Renewal Term.
 
4.
Compensation and Benefits .
a.   Compensation .
i.   The Company shall pay Executive the sum of one hundred eighty thousand dollars ($180,000) per year, commencing on the Commencement Date.
ii.   For purposes of this Agreement, the foregoing amounts which are payable during any calendar year shall be defined as the Executive's " Base Salary" .  The Base Salary will be paid in installments at regular intervals as is in keeping with the Company's established payroll schedule.  Executive further acknowledges that he has not been promised or guaranteed that his salary will remain the same or increase by any particular amount during the term of this Agreement. The Executive will be given annual periodic performance evaluations in which the Base Salary will be evaluated and negotiated to determine when and if there will be an increase.
b.   Performance Bonus .  Executive shall be eligible to receive an annual bonus ("Bonus") to be determined by the Board within ninety (90) days following the end of the Company's fiscal year end.
 
 
Exhibit 10.8 -- Page 2

 
c.   Benefits .   Executive shall be entitled to participate in such employee benefit plans and insurance offered by the Company to similarly situated employees of the Company subject to the eligibility requirements, restrictions, and limitations of any such plans or programs.
d.   Business Expense Reimbursement; Telephone Expenses .   Upon the submission
of proper substantiation by Executive, and subject to such rules and guidelines as the Company may from time to time adopt, the Company shall reimburse Executive for all reasonable expenses actually paid or incurred by the Executive during the Term in the course of and pursuant to the business of the Company including, without limitation, travel and telephone expenses incurred by the Executive while traveling to and from the Company's facilities as may be required pursuant to Section 1 hereof. The Executive shall account to the Company in writing for all expenses for which reimbursement is sought and shall supply to the Company copies of all relevant invoices, receipts, or other evidence reasonably requested by the Company.
e.   Vacation .   Executive shall be entitled to four (4) weeks of vacation each calendar year during the Term and any Renewal Term, to be taken at such times as the Executive and the Company shall mutually determine and provided that no vacation time shall interfere with the duties required to be rendered by the Executive hereunder.  Any vacation time not taken by Executive during any calendar year may be carried forward into any succeeding calendar year pursuant to the Company's vacation policy.
f.   Taxation .   Executive acknowledges that his compensation set forth above will be treated by the Company as wages paid to him and will be subject to withholding for all applicable taxes.  Accordingly, the Company shall deduct from all compensation payable to Executive hereunder (including, without limitation, Base Salary and Executive Bonuses, as such term is defined below) any and all sums required as Executive's portion of Social Security taxes and shall withhold federal and state income taxes as required by law, and shall further deduct from such compensation any other federal, state, or local tax or charge which is now or hereafter enacted or required as a charge or deduction from the compensation payable to Executive.
g.   Employment Commitment .   Executive shall devote such time, attention, knowledge, and skills to the business and interests of the Company as Company may reasonably require, and the Company shall be entitled to all of the benefits and profits arising from or incident to the work, services, advice, inventions, or innovations of Executive in connection with the Company's business.
h.   Leave of Absence .  Executive may take a leave of absence, without compensation, upon his written request to the Board and the Board's written consent for the leave. The length of the leave will be subject to the mutual agreement between the Board and the Executive.
 
 
Exhibit 10.8 -- Page 3

 
5.
Termination .
a.   Termination .   This Agreement shall be terminated (i) upon the expiration of the
Term, (ii) upon the death of the Executive, (iii) if the Executive shall have been substantially unable to perform Executive's duties hereunder for a period of seven (7) consecutive months, (iv) by the Company for "Cause" (as defined below) and upon written notice, or (v) for Good Reason or voluntarily by the Executive.
b.   Cause .   As used in this Agreement, "Cause" shall mean any of the following: (i) Executive's willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; (ii) dishonesty of the Executive affecting the Company; (iii) habitual abuse of drugs or alcohol; (iv) conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; (v) any gross or willful conduct of the Executive resulting in loss to the Company or damage to the reputation of the Company; (vi) theft from the Company; (vii) commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company; or (viii) violation by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.
c.   Good Reason .   For purposes of this Agreement, the Executive shall have "Good Reason" to terminate his employment during the Term of this Agreement only if:
i.   the Company fails to pay or provide any amount or benefit that the Company is
obligated to pay or provide under this Agreement and the failure is not remedied within 30 days after the Company receives written notice from the Executive of such failure; or
ii.   the Company limits the Executive's duties or responsibilities or power or authority contemplated by Section 1 above in any material respect, and the situation is not remedied within thirty (30) days after the Company receives written notice from the Executive of the situation; or
iii.   if the Executive is removed from the office of Chief Executive Officer and the
Company does not have Cause for doing so; or
 
Exhibit 10.8 -- Page 4

 
iv.   the Company forces Executive to relocate his office outside of the saint Petersburg, FL metropolitan area, and the situation is not remedied within thirty (30) days after the Company receives written notice from the Executive of the situation; or
v.   Change in Control occurs.
d.   Severance Payment .  In the even the Company terminates the Executive's employment without cause, it will be obligated to pay the Executive severance pay equal to two years compensation for years one and two, three years for year three, four years for year four, and five years for year five of employment served by the Executive.
6.
Covenant Not To Compete/Non-Solicitation .  Executive acknowledges and recognizes the highly competitive nature of the Company's business and the goodwill and business strategy of the Company constitute a substantial asset of the Company.  Executive further acknowledges and recognizes that during the course of the Executive's employment, Executive will receive specific knowledge of the Company's business, have access to trade secrets and Confidential Information (as hereinafter defined), and participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information.  Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement.  This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement.  Executive agrees to the following:
a.   that all times during the Term and any Renewal Term and for a period of two (2)
years after termination of the Executive's employment under this Agreement or any renewal or extension thereof (the "Restricted Period'), for whatever reason and in any geographic areas in which the Company operated or was actively planning on operating as of the date of termination of the Executive's employment (the "Restricted Area"), Executive will not individually or in conjunction with others, directly engage in Competition (as hereinafter defined) with the business of the Company, whether as an officer, director, proprietor, employer, employee, partner independent contractor, investor, consultant, advisor, agent, or otherwise; provided that this provision shall not apply to the Executive's ownership of the capital stock, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than three percent of any class of capital stock of such corporation;
b.   that during the Restricted Period and within the Restricted Area, Executive will not, indirectly or directly, compete with the Company by soliciting, inducing or influencing any of the Company's customers that have a business relationship with the Company at any time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company;
c.   that during the Restricted Period and within the Restricted Area, Executive will not (i) directly or indirectly recruit any employee of the Company to discontinue such employment relationship with the Company, or (ii) employ or seek to employ, or cause to permit any business which competes directly or indirectly with the business of the Company to employ or seek to employ for any such business any person who is then (or was at any time within six months prior to the date Executive or the competitive business employs or seeks to employ such person) employed by the Company; and
 
Exhibit 10.8 -- Page 5

 
d.   that during the Restricted Period, Executive will not interfere with, disrupt, or attempt to disrupt any past or present relationship contractual or otherwise, between the Company and any Company's employees.
7.
For purposes hereof, "Competition" shall mean any company, partnership, limited liability company, or other entity any portion of whose business directly or indirectly competes with the business of the Company.  In the event that a court of competent jurisdiction shall determine that any provision of this Section is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Section within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.  If the Executive shall be in violation of any provision of this Section , then each time limitation set forth in this Section shall be extended for a period of time equal to the period of time during which such violation or violations occur.  If the Company seeks injunctive relief from such violation in any court, then the covenants set forth in this Section shall be extended for a period of time equal to the pendency of such proceeding including all appeals by the Executive.
8.
Non-Disclosure of Confidential Information .
a.   Executive acknowledges that the Company's trade secrets, private or secret processes, methods, and ideas, as they exist from time to time, and information concerning the Company's services, business records and plans, inventions, acquisition strategy, price structure and pricing, discounts, costs, computer programs and listings, source code and/or subject code, copyrights, trademarks, proprietary information, formulae, protocols, forms, procedures, training methods, development technical information, know-how, show-how, new product and service development, advertising budgets, past, present or planned marketing, activities and procedures, method for operating the Company's business, credit and financial data concerning the Company's customers, and marketing, advertising, promotional, and sales strategies, sales presentations, research information, revenues, acquisitions, practices and plans and information which is embodied in written or otherwise recorded form, and other information of a confidential nature not known publicly or by other companies selling to the same markets and specifically including information which is mental, not physical (collectively, the "Confidential Information") are valuable, special, and unique assets of the Company, access to and knowledge of which have been provided to Executive by virtue of Executive's association with the Company. In light of the highly competitive nature of the industry in which the Company's business is conducted, Executive agrees that all Confidential Information, heretofore or in the future obtained by Executive as a result of Executive's association with the Company shall be considered confidential.
 
Exhibit 10.8 -- Page 6

 
b.   The Executive agrees that the Executive shall (i) hold in confidence and not disclose or make available to any third party any such Confidential Information obtained directly or constructively from the Company, unless so authorized in writing by the Company or compelled to by a court of law; (ii) exercise all reasonable efforts to prevent third parties from gaining access to the Confidential Information; (iii) restrict the disclosure or availability of the Confidential Information to those employees or agents of the Company who have a need to know the information in order to further the business purposes of the Company; (iv) not copy or modify any Confidential Information without prior written consent of the Company, provided, however, that such copying or modification of any Confidential Information does not include any modifications or copying which would otherwise prevent the Executive from performing his duties and responsibilities to the Company; (v) take such other protective measures as may be reasonably necessary to preserve the confidentiality of the Confidential Information; and (vii) relinquish all rights he may have in any matter, such as drawings, documents, models, samples, photographs, patterns, templates, molds, tools, or prototypes which may contain, embody, or make use of the Confidential Information; promptly deliver to the Company any such matter as the Company may direct at any time, and not retain any copies or other reproductions thereof.
c.   Executive further agrees (i) that Executive shall promptly disclose in writing to the Company all ideas, inventions, improvements, and discoveries which may be conceived, made, or acquired by Executive as the direct or indirect result of the disclosure by the Company of the Confidential Information to Executive; (ii) that all such ideas, inventions, improvements, and discoveries conceived, made, or acquired by Executive, alone or with the assistance of others, relating to the Confidential Information in accordance with the provisions hereof are the property of the Company and that Executive shall not acquire any intellectual property rights under this Agreement except the limited right to use set forth in this Agreement; (iii) that Executive shall assist in the preparation and execution of all applications, assignments, and other documents which the Company may deem necessary to obtain patents, copyrights, and the like in the United States and in jurisdictions foreign thereto, and to otherwise protect the Company.
d.   Upon written request of the Company, Executive shall immediately return to the Company all written materials containing the Confidential Information as well as any other books, records, and accounts relating in any manner to the Company or its business.  Executive shall also deliver to the Company written statements signed by Executive certifying all materials have been returned within five days of receipt of the request.
9.
Acknowledgment by Executive .  The Executive acknowledges and confirms that (a) the restrictive covenants contained in this Agreement are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained herein (including without limitation the length of the term of the provisions of the covenant not to compete) are not overbroad, overlong, or unfair and are not the result of overreaching, duress, or coercion of any kind.  The Executive further acknowledges and confirms that his full, uninhibited, and faithful observance of each of the covenants contained herein will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to his or otherwise to obtain income required for the comfortable support of his and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms hereof.  The Executive further acknowledges that the restrictions contained herein are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company's successors and assigns.
 
Exhibit 10.8 -- Page 7

 
10.
Injunction .  It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the covenants contained in Sections 6 and 7 of this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which may be virtually impossible to ascertain.  As a result, the Executive recognizes and hereby acknowledges that the Company shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Sections 6 and 7 of this Agreement by the Executive or any of his affiliates, associates, partners, or agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies the Company may possess. In addition, upon any violation of the covenants contained in Sections 6 and 7 , all severance payments and benefits to which the Executive may be entitled to hereunder shall immediately cease and be without further force and effect.
11.
Indemnification by the Company .  To the fullest extent permitted by applicable law, the Company shall indemnify, defend, and hold harmless the Executive from and against any and all claims, demands, actions, causes of action, liabilities, losses, judgments, fines, costs, and expenses (including reasonable attorneys' fees and settlement expenses) arising from or relating to his service or status as an officer, director, executive, agent, or representative of the Company or any subsidiary of the Company or in any other capacity in which the Executive serves or has served at the request of, or for the benefit of, the Company or its subsidiaries, including but not limited to claims alleged by Executive's former employer regarding solicitation of employees; provided, however, that the Company shall not be responsible to indemnify the Executive for any actions of gross negligence or willful misconduct. The Company's obligations under this Section 10 shall be in addition to, and not in derogation of, any other rights the Executive may have against the Company to indemnification or advancement of expenses, whether by statute, contract or otherwise.
12.
Survival . The obligations of Executive and the rights of the Company, its successors, and assigns under these Sections 6 and 7 shall survive the expiration or termination of this Agreement indefinitely with respect to Executive's non-competition, non-solicitation, and confidentiality obligations.
13.
Representations and Warranties of Executive .  The Executive represents and warrants to the Company as follows:
a.   Executive has the full right to enter into this Agreement and perform all duties hereunder, and has made no contract or other commitment in contravention of the terms hereof (including, without limitation, contracts or obligations respecting trade secrets or proprietary information or otherwise restricting competition), or which would prevent Executive from using his best efforts in the performance of his duties hereunder.  Executive has fulfilled all of his obligations under all prior employment or consulting agreements (or similar arrangements), and there is not, under any of the foregoing, any existing default or breach by Executive with respect thereto.
 
Exhibit 10.8 -- Page 8

 
b.   Executive's performance hereunder shall not constitute a default under any contract
or other commitment to which the Executive is bound.
c.   All information furnished by Executive to the Company is to the best of Executive's knowledge, true and complete (including, without limitation, documentary evidence of Executive's identity and eligibility for employment in the United States), and Executive will promptly advise the Company with respect to any change in the information of record.
d.   Executive is not subject to any order, decree, or decision precluding his from
performing his duties as described herein.
e.   Executive declares that he has read and understands all the terms of this Agreement; that he has had ample opportunity to review it with his attorney before signing it; that no promise, inducement, or agreement has been made except as expressly provided in this Agreement; that it contains the entire Agreement between the parties; and that he enters into this Agreement fully, voluntarily, knowingly, and without coercion.
14.
Severability .  If any provision, section, or subsection of this Agreement is adjudged by any court to be void or unenforceable in whole or in part, such adjudication shall not affect the validity of the remainder of the Agreement, including any other provision, section, or subsection, and the Company and Executive shall negotiate in good faith to modify the unenforceable provision so as to effect the original intent of the parties as closely as possible.
15.
Binding Effect .  This Agreement shall be binding upon and shall inure to the benefit of the Company and Executive, and their respective successors, heirs, executors, legal representatives, and administrators.
16.
Waiver of Breach – Payment of Fees and Expenses .  Failure of the Company to demand strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of the term, covenant, or condition, nor shall any waiver or relinquishment by the Company of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of the right or power at any other time or times.  In the event either party breaches this Agreement, the breaching party shall pay all of the non-breaching party's costs and expenses, including attorneys' fees and expenses, incurred in enforcing the terms of this Agreement.
17.
Modification in Writing Only .  No waiver or modification of this Agreement or of any covenant, condition, or limitation herein, shall be valid unless in writing and duly executed by the party to be charged therewith.
18.
Choice of Law and Venue .  This Agreement shall be subject to and governed by the laws of the State of Delaware, irrespective of the fact that any party is or may become a resident of a different state, and without regard to principles of conflict of laws.  In addition, venue for any action instituted to enforce the provisions of this Agreement shall be in the Circuit Court of Pinellas County, Florida.
 
Exhibit 10.8 -- Page 9

 
19.
Notice .  All notices, requests, claims, demands, and other communications hereunder (collectively, "Notice") shall be in writing and shall be deemed to have been duly given if (i) delivered in person against signed and dated receipt, (ii) sent by recognized commercial overnight delivery service, (iii) sent by registered or certified mail, first class postage prepaid, return receipt requested, or (iv) sent by facsimile or electronic mail (with receipt orally confirmed on the same date) and simultaneously mailed, first class, postage prepaid, as follows:
If to the Company:
APOTHECA.
10901 Roosevelt Blvd, Bldg. C, #1000
Saint Petersburg, FL 33716 Attn:  John Verghese If to Executive:
Sam Talari
10901 Roosevelt Blvd, Bldg. C, #1000
Saint Petersburg, FL 33716
 

i.   Notice shall be deemed effective on the day of delivery if given pursuant to clause (i) or (iv) above, or on the third (3rd) business day following mailing if given pursuant to clause (ii) or (iii) above.  Any party may change its address for purposes hereof by written Notice in accordance herewith, except that Notices regarding change of address shall only be effective upon receipt.  Failure to accept a Notice shall not invalidate such Notice.
20.
Assignment . This Agreement is personal and not assignable by Executive directly or indirectly.
21.
Entire Agreement .  The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms, conditions, and covenants, and also agree that it constitutes the entire agreement between the parties and supersedes all proposals, oral or written, and all prior negotiations, conversations, or discussions between the parties relating to the subject matter of this Agreement.
22.
Counterparts .  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  Facsimile signatures are intended by the parties to serve as originals.
 
Exhibit 10.8 -- Page 10

 
 
23.
Construction .  The parties hereto acknowledge and agree that this Agreement is the result of negotiations between the parties, and that this Agreement will not be construed against any party hereto by virtue of such party's role or its counsel's role in the authorship hereof.

  (Signature page follows)





Exhibit 10.8 -- Page 11









IN WITNESS WHEREOF , this Agreement has been duly executed and delivered by the Company and Executive as of the date first above written.
Company :


APOTHECA


By: /s/ John Verghese
     John Verghese, Director

Dated: 2/26/18


Executive :  

By: /s/Sam Talari
    Sam Talari, Chief Executive Officer

Dated: 2/26/18

 
 
 
 
 
 
Exhibit 10.8 -- Page 12
 
Exhibit 99.2
 

Unaudited Proforma Financial Statements

On March 6, 2018, Apotheca Biosciences, Inc. (the "Company") entered into an agreement to acquire Cannabis Leaf, Inc. ("CLI"), a publicly traded entity. The transaction was accounted for as a reverse merger whereby the Company is the accounting acquirer and CLI is the accounting acquire.

The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the Merger. These unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of the Company and CLI. These financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of the Company and CLI, has been prepared assuming the Merger closed on April 30, 2018, and includes preliminary adjustments to reflect the events that are directly attributable to the Merger and factually supportable. In addition, the unaudited pro forma condensed combined statement of operations combines the historical consolidated statements of operations of the Company and CLI and has also been adjusted to give effect to pro forma events that are directly attributable to the Merger, factually supportable and expected to have a continuing impact on the combined results. The unaudited pro forma combined statement of operations has been prepared assuming the Merger closed on February 26, 2018.

The Company has prepared the unaudited pro forma combined condensed financial statements based on available information using assumptions that it believes are reasonable. These pro forma financial statements are being provided for informational purposes only and do not claim to represent the Company's actual financial position or results of operations had the Merger occurred on that date specified nor do they project the Company's results of operations or financial position for any future period or date. The actual results reported by the combined company in periods following the Merger may differ significantly from these unaudited pro forma combined condensed financial statements for a number of reasons. The pro forma financial statements do not account for the cost of any restructuring activities or synergies resulting from the Merger or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.

The unaudited pro forma combined condensed financial statements were prepared using the acquisition method of accounting as outlined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") 805, Business Combinations, with the Company considered the acquiring company. Based on the acquisition method of accounting, the consideration transferred by the Company is based on number or equity interests (e.g., shares) the Company issued to give the shareholders of the CLI the same percentage of equity interest in the combined entity that resulted from the reverse merger. Consolidated statements immediately following the reverse merger are a continuation of the financial statements of the Company ("accounting acquirer") retroactively adjusted to reflect the CLI ("accounting acquire") legal capital.

The acquisition of a private operating company by a nonoperating public shell corporation typically results in the owners and management of the private company having actual or effective voting and operating control of the combined company. A public shell reverse acquisition is viewed as a capital transaction in substance, rather than a business combination. As a result, it should be accounted for as a reverse recapitalization equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. This accounting treatment is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded.

These unaudited pro forma combined condensed financial statements should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes included in the Company's Financial Statements on Form 8-K from inception (February 26, 2018) through April 30, 2018.
 
 
 

 

APOTHECA BIOSCIENCES, INC.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
April 30, 2018
 
 
   
Historical Apotheca Biosciences, Inc.
   
Historical Cannabis Leaf Incorporated
   
Add: Pro Forma
Adjustments
   
Pro Forma
 
               
 
       
                         
LIABILITIES
                       
Current liabilities:
                       
Accounts payable
 
$
295
   
$
18,605
     
-
 
  
$
18,900
 
Accrued expenses
   
30,000
     
1,045
     
-
     
31,045
 
Related party advances
   
1,947
     
18,600
             
20,547
 
                                 
Total current liabilities
   
32,242
     
38,250
     
-
     
70,492
 
                                 
                                 
                                 
STOCKHOLDERS' DEFICIT
                               
Common stock: 200,000,000 authorized; $0.001 par value 111,314,000 outstanding
   
6,000
     
51,314
     
54,000
 
 (a)
 
111,314
 
Additional paid-in capital
   
-
             
79,566
 
 (a)
 
79,566
 
Accumulated deficit
   
(38,242
)
   
(223,130
)
       
 
 
(261,372
)
                                 
Total stockholders' deficit
   
(32,242
)
   
(171,816
)
   
133,566
 
 
 
(70,492
)
                                 
Total liabilities and stockholders' deficit
 
-
   
$
(133,566
)
 
$
133,566
 
 
-
 

 

 
 
 
 
APOTHA BIOSCIENCES, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
From Inception (February 26, 2018) through April 30, 2018
 
 
   
Historical Apotheca Biosciences, Inc.
   
Historical Cannabis Leaf Incorporated
   
Adjustments
   
Pro Forma
 
                         
Revenue
 
-
   
$
     
$
     
$
   
                                 
Operating expenses:
                               
Personnel expense
   
30,000
     
-
     
-
     
30,000
 
                                 
General and administrative expenses
   
8,242
     
16,370
     
-
     
24,612
 
                                 
Total operating expenses
   
38,242
     
16,370
     
-
     
54,612
 
                                 
Operating loss
   
(38,242
)
   
(16,370
     
-
     
(54,612
)
Other income (expense):
                               
Interest expense
   
-
     
(5,288
)
   
-
     
(5,288
)
                                 
Loss on settlement of debt
   
-
     
(201,472
)
   
-
     
(201,472
)
                                 
Total other income (expense)
   
-
     
(206,760
)
           
(206,760
)
                                 
Net income (loss)
 
$
(38,242
)
 
$
(223,130
)
 
-
   
$
(261,372
)
                                 
Basic and diluted loss per share
 
$
(0.01
)
 
$
(0.00
   -    
(0.01
                                 
Basis and diluted weighted average common shares outstanding
   
34,154,765
     
50,794,533
     
26,029,890
     
110,979,188
 
 
 
 
 
 


 

APOTHECA BIOSCIENCES, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Cash Flows
From Inception (February 26, 2018) through April 30, 2018
 
 
   
Historical Apotheca Biosciences, Inc.
   
Historical Cannabis Leaf Incorporated
   
Add: Pro Forma Adjustments
   
Pro Forma
 
                         
                         
CASH FLOWS FROM OPERATING ACTIVITIES:
   
-
     -      
-
     
-
 
                               
Net loss
 
$
(38,242
)
 
$
(223,130
)
 
$
     
$
(261,372
)
                                 
Adjustments to reconcile net loss to net cash used by operating activities:
                               
                                 
                                 
     Issuance of stock for services
   
6,000
     
10,070
             
16,070
 
     Loss on settlement of debt
   
-
     
201,472
             
201,472
 
     Interest expense on related party advances
   
-
     
5,288
             
5,288
 
        Changes in operating expenses and liabilities:
                               
           Accounts payable
   
295
     
5,905
             
6,200
 
                                 
       Accrued expenses
   
30,000
     
243
     
-
     
30,243
 
                                 
       Related party advances
   
1,947
     
152
     
-
     
2,099
 
                                 
Net Cash Used by Operating Activities
   
-
     
-
     
-
     
-
 
                                 
Cash and cash equivalents, beginning of period
   
-
     
-
     
-
     
-
 
                                 
Cash and cash equivalents, end of period
 
-
   
-
   
-
   
-
 
 
 
 
 


 
 
 
Notes to Unaudited Pro Forma Condensed Financial Information

Note 1 - Basis of presentation

The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed financial statements to give effect to the pro forma events that are (i) directly attributable to the reverse merger transaction between the Company ("accounting acquirer") and Cannabis Leaf Incorporated ("accounting acquire"), (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed statement of operations, expected to have a continuing impact on the results following the reverse merger.
 

Note 2 - The transaction

On March 6, 2018 an AGREEMENT AND PLAN OF MERGER (the "Agreement") was made and entered into as of March 6, 2018 by and among Apotheca Biosciences, Inc. a Nevada Corporation ("Apotheca") and Cannabis Leaf, Inc., a Nevada corporation ("CLI").  Certain other capitalized terms used in this agreement are defined in Exhibit A attached hereto.

The respective Boards of Directors of CLI and Apotheca have determined that it is in the best interest of each company and its respective stockholders to consummate the business combination transaction provided for in the agreement in which Apotheca would merge with and into CLI (the "Merger"), with Apotheca as the surviving entity post-Merger, upon the terms and subject to the conditions set forth herein; the respective Boards of Directors of CLI and the Apotheca have approved this Agreement, the Merger, and the other transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth in this Agreement in accordance with the Nevada Revised Statutes regarding business combinations or merger  ("NRS"), and their respective corporate documents; Each of CLI and Apotheca desires to make certain representations, warranties, covenants and agreements in connection with the Merger and the other transactions contemplated by this Agreement and also to prescribe various conditions to the consummation thereof; and for federal income tax purposes, the parties intend that the Merger shall qualify as reorganization under the provisions of Section 368(a)(1)(B) of the Code.

Upon the terms and subject to the conditions set forth in the Agreement, and in accordance with the NRS, Apotheca shall be merged with and into CLI at the Effective Time of the Merger (as defined in Section 1.3).  Also at the Effective Time, Apotheca shall continue as the surviving corporation (the "Surviving Corporation") as a business combination under Nevada law and shall succeed to and assume   all the rights, properties, liabilities and obligations of CLI in accordance with the NRS.
Note 3 - Pro forma adjustments
The following adjustments have been reflected in the unaudited pro forma condensed financial information:
(a)
Since CLI has no assets and limited operating activity, it is viewed a nonoperating public shell corporation. Since a public shell reverse acquisition is viewed as a capital transaction in substance, it is accounted for a reverse acquisition equivalent to the issuance of stock by the Company for the net monetary assets of the shell corporation accompanied by a recapitalization. The proforma adjustments to common stock and additional paid-in capital reflect this recapitalization.

 
 

 

 
Exhibit 99.3
 
 
Cannabis Leaf (PCFP) Completes Merger with Apotheca Biosciences - Company's R & D Focuses on Opioid Crisis, a National Public Health Emergency
7:30 am ET June 25, 2018 (Globe Newswire)     Print
Cannabis Leaf (OTC PINK: PCFP), a developer of cutting-edge medical products, nutraceuticals, formulation and cannabis delivery technologies for the healthcare and consumer care industry announces the completion of the merger with Apotheca Biosciences.
On March 6, 2018, An Agreement for Plan of Merger (the "Agreement") was entered into by Cannabis Leaf Incorporated. ("Cannabis Leaf"), a
Nevada Corporation, and Apotheca Biosciences, Inc. ("Apotheca Biosciences"), a Nevada Corporation. Such Agreement will result in the merger of Apotheca Biosciences into Cannabis Leaf with the Corporation to survive as Cannabis Leaf (Apotheca Biosciences with name change).
Apotheca Biosciences and Cannabis Leaf entered into the Merger Agreement where Cannabis Leaf agreed to issue Apotheca Biosciences' shareholders sixty million (60,000,000) common shares of Cannabis Leaf in exchange for all of the shares of Apotheca Biosciences. This issuance will result in a change in control of Cannabis Leaf. Under the Agreement, upon closing, Apotheca Biosciences will receive the immediate right to the appointment of the directors and officers of the surviving corporation by the resignation of the existing officer of Cannabis Leaf and the simultaneous appointment of the officers and two additional directors. Additionally, the Parties have agreed to change the name of Cannabis Leaf to "Apotheca Biosciences, Inc." under Nevada law.
Apotheca Biosciences is developing cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Their pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids.
Apotheca Biosciences is a pioneering biotech company with an emphasis in research and development in addition to the creation of highgrade nutraceuticals and pharma grade formulations. Apothecia's' goal is to lay the groundwork and continue research of cannabinoid receptiveness in patients and create nutraceuticals that reflects their research.
In the next weeks and months, the Company will be working diligently to bring on board world renown management team and scientist to help us facilitate our growth. The Company will also begin working with prominent universities across the globe to facilitate research studies on Opioid alternatives.
Opioid Crisis, a National Public Health Emergency - House approves massive opioids legislation
According to CNN, The House of Representatives passed the most expansive legislation Congress has taken to date to address the opioid crisis, approving a bipartisan package that combines 58 bills passed in the last two weeks.
Provisions in the final package address a wide range of issues related to the crisis that is wreaking havoc across the country, such as expanding access to treatment and recovery services, coming up with opioid alternatives for pain treatment, intercepting illegal opioids at mail facilities and combating use of fentanyl. In a time of sharp partisan divides and vitriol, the 396-14 bipartisan vote underscored the reach and scope of the crisis on Capitol Hill, where lawmakers and staff say the issue has become one of, if not the, top issues they hear about from constituents in their states and districts.
With the crisis continuing to see widespread deaths, opioids are an issue that has touched most, if not all, in the states, cities and towns represented on Capitol Hill. During 2016, there were more than 63,600 overdose deaths in the United States, including 42,249 that involved an opioid, according to the Centers for Disease Control. That's an average of 115 opioid overdose deaths each day.
The bill, titled the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment (SUPPORT) for Patients and
Communities Act, builds onto other efforts by Congress in recent years to tackle the epidemic, including $4 billion in funding earlier this year in a large spending bill. In 2016, the House passed the Comprehensive Addiction and Recovery Act and the 21st Century Cures Act.
Since 1999, the rate of overdose deaths involving opioids nearly quadrupled, and over 165,000 people have died from prescription opioid overdoses. Prescription pain medication deaths remain far too high, and in 2014, the most recent year on record, there was a sharp increase in heroin-involved deaths and an increase in deaths involving synthetic opioids such as fentanyl. Prevention, treatment, and research to rapidly tackle and reverse opioid overdoses are critical to fighting this epidemic.
Early data coming out of states where marijuana laws have been passed suggest that even as conventionally used, marijuana may be playing a role in offsetting the opioid addiction epidemic. Studies have shown that phytocannabinoids like cannabidiol have promising results in opioid withdrawal symptoms and heroin-seeking behavior.
Our studies have shown that cannabidiol can have promising improvements in opioid withdrawal symptoms by attenuating the rewarding effects of opioids. There is at least partial evidence that cannabinoid compounds can relieve from depression. Apotheca Biosciences will partner with opioid addiction centers and clinical practitioners to conduct studies on the use of RAPID for opioid addiction.
If you would like more information on Apotheca's products, please visit: www.apothecabiosciences.com/products-pipeline.
About Apotheca Biosciences Inc.
Apotheca is a developer of cutting-edge medical products, nutraceuticals, formulation and delivery technologies for the healthcare and consumer care industry. Its pipeline of products includes, transdermal, sublingual, and nasal delivery technologies for precise and controlled dosing of cannabinoids. Apotheca believes that it can deliver meaningful benefits using its technologies to the world's aging population.
To request further information about Apotheca, please email info@apothecabio.com, or visit its website at http://www.apothecabiosciences.com/, or visit it on FB @apotheca and Twitter @apotheca Forward-Looking Statements
This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets. This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 27E of the Securities Act of 1934. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, ability to obtain financing and regulatory and shareholder approval for anticipated actions.
Contact:
Media Contact: (727) 228-3994
Apotheca Biosciences
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