Nevada
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000-55467
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83-0773005
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(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Table of Contents
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Controls and Procedures
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our financial performance, including our history of operating losses;
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our ability to obtain additional funding to continue our operations;
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our ability to successfully develop and commercialize our products;
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changes in the regulatory environments of the United States and other countries in which we intend to operate;
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our ability to attract and retain key management and marketing personnel;
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competition from new market entrants;
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our ability to successfully transition from a research and development company to a marketing, sales and distribution concern;
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our ability to identify and pursue development of additional products; and
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the other factors contained in the section entitled "Risk Factors" contained in this Current Report on Form 8-K.
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Item 1.01.
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Item 2.01
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●
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absence of an operating history;
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absence of any revenues;
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absence of any products in the marketplace;
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insufficient capital;
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expected continual losses for the foreseeable future;
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no history on which to evaluate our ability to anticipate and adapt to a developing market;
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uncertainty as to market acceptance of our initial and future products;
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limited marketing experience and lack of sales organization; and
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competitive and highly regulated environment.
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the announcement of new products or product enhancements by us or our competitors;
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developments concerning intellectual property rights;
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changes in legal, regulatory, and enforcement frameworks impacting our products;
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variations in our and our competitors' results of operations;
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fluctuations in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts;
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the results of product liability or intellectual property lawsuits;
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future issuances of common stock or other securities;
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the addition or departure of key personnel;
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announcements by us or our competitors of acquisitions, investments or strategic alliances; and
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general market conditions and other factors, including factors unrelated to our operating performance.
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each of our directors and nominees for director;
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each of our named executive officers;
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all of our current directors and executive officers as a group; and
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each person, entity or group, who beneficially owned more than 5% of each of our classes of securities.
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Name
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Position
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Number of
Shares Beneficially Owned |
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Percentage of
Common Stock Shares Beneficially Owned |
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|||
Harvest Fund, LLC*
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|
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34,800,000
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31.26%
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||
Futureland Corp
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12,000,000
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10.78%
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Saeed Talari
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CEO / CFO / Director
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8,000,000
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7.19%
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|||||||||
John Verghese
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CTO / Director
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2,000,000
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1.80%
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|||||||||
Craig Huffman
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Legal Council
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1,200,000
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1.08%
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|||||||||
Deirdre Fernandes
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COO
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1,000,000
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0.90%
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|||||||||
Karin Rohret
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Secretary
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1,000,000
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0.90%
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|||||||||
Cede & Co Fast Balance
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14,280,000
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12.83%
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||||||||||
Cityhawk Limited
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60,000
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0.05%
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||||||||||
Wan So Lee
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18,142,670
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16.30%
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||||||||||
Veritas Capital Management Ltd
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831,330
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0.75%
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||||||||||
Kook Chong Yoo
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18,000,000
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16.75%
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||||||||||
All beneficial owners as a Group
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111,314,000
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|
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100.00%
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Name
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Age
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Position
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Saeed Talari
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57
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CEO, CFO, Director (Chairman of the Board)
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John Verghese
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58
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CTO Director
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●
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been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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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;
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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;
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●
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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;
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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
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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.
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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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;
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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
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accountability for adherence to the Code of Business Conduct and Ethics.
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Name and principal position
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Year
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Salary
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Bonus
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Stock
awards |
Option awards
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All
other comp. |
Total
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|||||||||||||||||||||
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Saeed Talari
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2019
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*
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$
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180,000
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$
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-
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$
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-
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$
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-
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$
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-
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$
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180,000
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||||||||||||||
Chief Executive Officer
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Plan Category
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(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
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(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
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Equity compensation plans approved by stockholders
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0
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$
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.00
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0
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Equity compensation plans not approved by stockholders
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None
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N/A
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N/A
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●
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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.
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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).
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Item 5.01.
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Item 5.03.
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Item 7.01.
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Item 9.01.
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(b)
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Exhibits
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Exhibit No.
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Description
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Financial Statements
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Reports of Independent Registered Public Accounting Firms
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F-1
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Balance Sheets at April 30, 2018
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F-2
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Statement of Operations
from inception (February 26, 2018) through April 30, 2018
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F-3
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Statement of Cash Flows
from inception (February 26, 2018) through April 30, 2018
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F-4
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Notes to Financial Statements
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F-5
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April 30,
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|||
2018
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||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||
Current liabilities
|
||||
Accounts payable
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$
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295
|
||
Accrued expenses
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30,000
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|||
Related party advances
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1,947
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|||
Total current liabilities
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32,242
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|||
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||||
TOTAL LIABILITIES
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32,242
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|||
|
||||
Stockholders' deficit
|
||||
Common stock: 200,000,000 authorized; $0.0001 par value 111,314,000 outstanding
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6,000
|
|||
Accumulated deficit
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(38,242
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)
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TOTAL STOCKHOLDERS' DEFICIT
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(32,242
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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-
|
||
From Inception (February 26, 2018) through
April 30, 2018
|
||||
Revenues
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$
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-
|
||
Operating Expenses
|
||||
Personnel expenses
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30,000
|
|||
General and administrative
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8,242
|
|||
Total operating expenses
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38,242
|
|||
Net loss
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$
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(38,242
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)
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Basic and diluted loss per share
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$
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(0.01
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)
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Weighted average number of shares outstanding
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37,752,809
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From Inception (February 26, 2018) through
April 30, 2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net loss
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$
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(38,242
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)
|
|
Adjustments to reconcile net loss to net cash used by operating activities
|
||||
Issuance of stock for services
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6,000
|
|||
Changes in operating assets and liabilities:
|
||||
Account payable
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295
|
|||
Accrued expenses
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30,000
|
|||
Related party advances
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1,947
|
|||
Net Cash Used by Operating Activities
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-
|
|||
Net increase (decrease) in cash and cash equivalents
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-
|
|||
Cash and cash equivalents, beginning of period
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-
|
|||
Cash and cash equivalents, end of period
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$
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-
|
||
1.
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Nature of operations
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2.
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Summary of significant accounting policies
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2.
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Summary of significant accounting policies (continued):
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2.
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Summary of significant accounting policies (continued):
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(i)
|
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persuasive evidence of an arrangement exists,
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(ii)
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the services have been rendered and all required milestones achieved,
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(iii)
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the sales price is fixed or determinable, and
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(iv)
|
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Collectability is reasonably assured.
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2.
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Summary of significant accounting policies (continued):
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2.
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Summary of significant accounting policies (continued):
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3.
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Accrued expense
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4.
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Advances from related parties
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5.
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Going concern matters
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Apotheca Biosciences Inc
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Date: August 31, 2018
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By: /s/ Saeed Talari |
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Saeed Talari
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CEO
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Apotheca Biosciences, Inc.
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By:
/s/ Saeed Talari
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Name: SAEED TALARI
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Title: CEO
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Cannabis Leaf, Inc.
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By:
/s/ Jason Sakowski
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Name: Jason Sakowski
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Title: President
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Sam Talari
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Acting CEO, CFO, Chairman
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Dr. Bobban Subhadra
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President
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Karin Rohret
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Secretary, Accountant, Administrator
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Deidre Fernandes
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COO
|
John Verghese
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CTO, Director
|
Jason Sakowski | Director |
HARVEST FUND, LLC
|
34,800,000
|
SAEED TALARI
|
8,000,000
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CRAIG HUFFMAN
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1,200,000
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FUTURELAND CORP
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12,000,000
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DEIDRE FERNANDES
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1,000,000
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JOHN VERGHESE
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2,000,000
|
KARIN ROHRET
|
1,000,000
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TOTAL
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60,000,000
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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.
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B. |
Executive is willing to make his services available to the Company on the terms and conditions set forth below.
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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.
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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.
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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.
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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.
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4. |
Compensation and Benefits
.
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5. |
Termination
.
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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:
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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.
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8. |
Non-Disclosure of Confidential Information
.
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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.
|
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:
|
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.
|
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:
|
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.
|
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.
|
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
|
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
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
(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.
|