NEVADA
|
3841
|
47-2055848
|
(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
|
incorporation or organization)
|
Classification Code Number)
|
Identification No.)
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Apotheca Biosciences, Inc.
|
10901 Roosevelt Blvd N Bld. C 1000
Saint Petersburg, FL 33716
|
|
(727) 228-3994
|
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
|
Copy to:
|
M. Richard Cutler, Esq.
|
Cutler Law Group, P.C.
|
6575 West Loop South, Suite 500
|
Bellaire, TX 77401
|
(713) 888-0040
rcutler@cutlerlaw.com
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Large accelerated filer:
☐
|
Accelerated filer:
☐
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Non-accelerated filer:
☐
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Smaller reporting company: X
|
Emerging growth company
☐
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|
|
|
Title of Each Class of Securities to be Registered
|
Amount to be
Registered
|
Proposed
Maximum Offering
Price Per Share(1)
|
Proposed
Maximum
Aggregate Offering
Price(1)
|
Amount of
Registration
Fee
|
||||||||||||
Shares of Common Stock, par value $0.001 per share, to be sold by the Selling Stockholder
|
5,000,000
|
$
|
0.20
|
$
|
1,000,000
|
$
|
121.20
|
|||||||||
Shares of Common Stock, par value $0.001 per share, to be sold by the Selling Stockholder upon exercise of a warrant
|
480,000
|
$
|
0.3125
|
$
|
150,000
|
$
|
18.18
|
|||||||||
5,480,000
|
$
|
1,150,000
|
$
|
139.38
|
3
|
|
5
|
|
12
|
|
12
|
|
12
|
|
12
|
|
13
|
|
14
|
|
26
|
|
29
|
|
31
|
|
34
|
|
34
|
|
35
|
|
35
|
|
36
|
|
37
|
|
38
|
|
38
|
|
38
|
|
39
|
|
40
|
|
F-1
|
Common stock to be offered by the selling stockholder
|
|
5,480,000 shares consisting of:
|
|
|
|
●
|
Up to 5,000,000 shares issuable to FirstFire upon conversion of the FirstFire Note; and
|
|
|
●
|
480,000 shares issuable to FirstFire upon exercise of the FirstFire Warrants.
|
Common stock outstanding prior to this offering
|
|
113,914,000 shares, as of October 23, 2018.
|
|
Common stock to be outstanding after giving effect to the issuance of the additional 5,480,000 shares registered hereunder
|
|
119,394,000 shares, which amount includes 113,914,000 shares outstanding as of October 23, 2018, and the 5,480,000 shares registered hereunder.
|
|
|
|
|
|
Use of Proceeds
|
|
We will receive no proceeds from the sale of shares of common stock by FirstFire in this offering. We may receive up to $150,000 aggregate gross proceeds under the stock purchase warrants should FirstFire exercise their rights to purchase shares under the warrants. Any proceeds that we receive from sales to FirstFire under the warrants will be used for working capital requirements of the Company's business divisions and for research and development. See "Use of Proceeds."
|
|
|
|
|
|
Risk factors
|
|
This investment involves a high degree of risk. See "Risk Factors" for a discussion of factors you should consider carefully before making an investment decision.
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|
|
|
|
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Symbol on the OTC Markets
|
|
"PCFP"
|
|
●
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absence of an operating history;
|
|
●
|
absence of any revenues;
|
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●
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insufficient capital;
|
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●
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expected continual losses for the foreseeable future;
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●
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no history on which to evaluate our ability to anticipate and adapt to a developing market;
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●
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uncertainty as to market acceptance of our initial and future products;
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●
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limited marketing experience and lack of sales organization; and
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●
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competitive and highly regulated environment.
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|
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●
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the announcement of new products or product enhancements by us or our competitors;
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●
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developments concerning intellectual property rights;
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●
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changes in legal, regulatory, and enforcement frameworks impacting our products;
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●
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variations in our and our competitors' results of operations;
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●
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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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●
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the results of product liability or intellectual property lawsuits;
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●
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future issuances of common stock or other securities;
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●
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the addition or departure of key personnel;
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●
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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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|
2017
|
2018
|
||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
First Quarter
|
$
|
1.00
|
$
|
1.00
|
$
|
1.16
|
$
|
0.31
|
||||||||
Second Quarter
|
$
|
1.00
|
$
|
1.00
|
$
|
0.94
|
$
|
0.35
|
||||||||
Third Quarter
|
$
|
1.30
|
$
|
0.92
|
$
|
0.69
|
$
|
0.37
|
||||||||
Fourth Quarter
|
$
|
1.50
|
$
|
0.70
|
$
|
0.55
|
$
|
0.40
|
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
|
·
|
Contribute to human welfare through innovative biomedical engineering solutions; to deliver cannabinoid actives that relieve pain, restore health, and longevity of millions of patients around the world.
|
·
|
Bring cost-effective and meaningful medical care to patients
|
·
|
Build an environment of creativity and transform new ideas into breakthrough technologies and devices
|
·
|
Pursue innovative engineering solutions that challenge established thinking
|
·
|
Change and act with speed via scientific collaboration, partnership and a winning spirit
|
·
|
The main mechanism is the capability of cannabinoids to restore the normal balance between oxidative events and antioxidant endogenous mechanisms that is frequently disrupted in neurodegenerative disorders, thereby enhancing neuronal survival.
|
·
|
The second key mechanism for cannabinoids as a neuro-protective compound involves its anti-inflammatory activity that is exerted by mechanisms other than the activation of CB2 receptors, the canonic pathway for the anti-inflammatory effects of most of cannabinoid agonists. Anti-inflammatory effects of CBD have been related to the control of microglial cell migration.
|
·
|
Cannabinoids have also shown to increase memory and cognition in mouse models
|
·
|
Other mechanisms proposed for the neuro-protective effects of cannabinoids include: (i) the contribution of 5HT1A receptors, e.g. in stroke, (ii) the inhibition of adenosine uptake, e.g. in neonatal ischaemia and (iii) specific signaling pathways that play a role in b-amyloid plague reduction and tau hyperphosphorylation in Alzheimer's disease.
|
1. |
CannaDERME –Daily Pain
|
- |
Targeted transdermal absorption of CBD for fast action
|
- |
Penetrin Technology with 3-in-1 pain Relief Nerve, muscular & joint pain
|
2. |
CannaDERME –GameDayRx
|
3. |
CannaRAPID
|
- |
Rapid release and absorption of CBD for fast action
|
- |
Relief from various pain
|
- |
Helps with stress, anxiety and cognitive function
|
4. |
CannaCAPSULE
|
5. |
Pain-Patch
|
·
|
CannaDERME
– a Liposomal-based nana emulsion for controlled release in a Thermo-sensitive gel technology for sustained release.
|
·
|
Canna-AcnePlus
: Acne – utilizing a liposomal-based Nano emulsion, this formula is excellent at cleansing one's skin.
|
·
|
Canna-Derme AD
: Atopic Dermatitis – a stronger and more potent version of CannaDERME with additional chemistry to ensure inflammation reduction.
|
·
|
Canna-EyeSol
: Dry eyes – A drip solution that alleviates eye pressure and increases clarity.
|
· |
CannaRapid
– Orally disintegrating tablets ensuring increased bioavailability for capillary uptake and immediate response.
|
· |
Canna-OraGel
: Periodontitis – gel designed with liposomal cannabinoids to aid in gum health. Apotheca Oral care line: Healthy teeth and gum tissues
|
· |
Canna-OraSol
: Dry Mouth – a solution with a Phyto cannabinoid Nano emulsion to increase saliva production. Apotheca Oral care line: Healthy teeth and gum tissues
|
· |
DAVA
– INGREDIENTS: Tincture Alcohol, 400mg's hemp-derived CBD, natural flavors
|
Six Months Ended
|
||||||||||||||||
|
July 31,
|
Change
|
||||||||||||||
|
2018
|
2017
|
Amount
|
%
|
||||||||||||
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
—
|
|||||||||
General and administrative
|
26,420
|
23,168
|
3,252
|
14
|
%
|
|||||||||||
Settlement expense
|
1,985,025
|
-
|
-
|
100
|
%
|
|||||||||||
Interest expense, net
|
5,520
|
2,346
|
3,174
|
135
|
%
|
|||||||||||
Loss on extinguishment of debt
|
201,472
|
—
|
201,472
|
100
|
%
|
|||||||||||
Net Loss
|
$
|
2,218,437
|
$
|
25,514
|
$
|
2,192,923
|
8595
|
%
|
|
July 31,
|
|
January 31,
|
|
Change
|
|
||||||||
|
2018
|
|
2018
|
|
Amount
|
|
%
|
|
||||||
Current Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
-%
|
|
Current Liabilities
|
|
|
2,018,528
|
|
|
|
222,249
|
|
|
|
1,796,279
|
|
(808)%
|
|
Working Deficiency
|
|
$
|
(2,018,528
|
)
|
|
$
|
(222,249
|
)
|
|
$
|
(1,796,279
|
)
|
(808)%
|
|
|
Six Months Ended July 31,
|
|||||||||||
|
2018
|
2017
|
Change
|
|||||||||
Cash Flows used in Operating Activities
|
$
|
-
|
$
|
$(29,367
|
)
|
$
|
(29,367
|
)
|
||||
Cash Flows from Investing Activities
|
-
|
(60,000
|
)
|
(60,000
|
)
|
|||||||
Cash Flows from Financing Activities
|
-
|
93,600
|
93,600
|
|||||||||
Net Decrease in Cash During Period
|
$
|
-
|
$
|
$4,233
|
$
|
4,233
|
Name
|
|
Age
|
|
Position
|
Saeed Talari
|
|
57
|
|
CEO, CFO, Director (Chairman of the Board)
|
John Verghese
|
|
58
|
|
CTO, Director
|
|
●
|
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.
|
|
●
|
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.
|
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
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
|
|
●
|
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.
|
Name
|
Position
|
Number of
Shares Beneficially Owned |
Percentage of
Common Stock Shares Beneficially Owned |
|||||||
Harvest Fund, LLC (1)
|
|
34,800,000
|
31.26
|
%
|
||||||
Futureland Corp
|
|
12,000,000
|
10.78
|
%
|
||||||
Saeed Talari (2)
|
CEO / CFO / Director
|
42,800,000
|
38.45
|
%
|
||||||
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
|
%
|
1. |
Harvest Fund LLC is an entity controlled by our Chairman, Sam Talari.
|
2. |
Includes 34,800,000 shares held by Harvest Fund, LLC, of which Mr. Talari would be considered a beneficial owner, and 8,000,000 shares held directly by Mr. Talari.
|
Selling Stockholder
|
|
Shares Beneficially
Owned Before this
Offering
|
|
Percentage of Outstanding
Shares
Beneficially
Owned Before
this Offering (1)
|
|
Shares to be Sold in this
Offering
|
|
Percentage of Outstanding
Shares
Beneficially
Owned After
this Offering
|
FirstFire Global Opportunities Fund, LLC (2)
|
|
0
|
|
0%
|
|
5,480,000
|
|
0%
|
(1)
|
Percentages are based 111,314,000 outstanding shares of our common stock as of October 23, 2018.
|
(2)
|
Eli Fireman, the Managing Member of FirstFire Global Opportunities Fund, LLC, is deemed to be the beneficial owner of all of the shares of common stock owned by FirstFire Global Opportunities Fund, LLC. Mr. Fireman has sole voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the FirstFire Agreement related to FirstFire. FirstFire Global Opportunities Fund, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.
|
|
●
|
ordinary brokers' transactions;
|
|
●
|
transactions involving cross or block trades;
|
|
●
|
through brokers, dealers, or underwriters who may act solely as agents;
|
|
●
|
"at the market" into an existing market for the common stock;
|
|
●
|
in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;
|
|
●
|
in privately negotiated transactions; or
|
|
●
|
any combination of the foregoing.
|
APOTHECA BIOSCIENCES, INC.
INDEX TO FINANCIAL STATEMENTS
FROM INCEPTION THROUGH APRIL 30, 2018
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements | |
Reports of Independent Registered Public Accounting Firms | F-1 |
Balance Sheets at January 31, 2017 and 2018 | F-3 |
Statement of Operations for the years ended January 31, 2017 and 2018 | F-4 |
Statement of Changes in Shareholders’ Deficit for the years ended January 31, 2017 and 2018 | F-5 |
Statement of Cash Flows for the years ended January 31, 2017 and 2018F-6 | |
Notes to Financial Statements | F-6 |
FOR THE QUARTERS ENDED JULY 31, 2017 AND 2016
Balance Sheets as July 31, 2018 (Unaudited) and January 31, 2018 (audited) | F-12 |
Statements of Operations for the Six Months Ended July 31, 2018 (Unaudited) and July 31, 2017 | |
(Unaudited) | F-13 |
Statements of Cash Flows for the Six Months Ended July 31, 2018 (Unaudited) and July 31, 2017 | |
(Unaudited) | F-14 |
Notes to the Unaudited Condensed Financial Statements | F-15 |
|
As of
|
As of
|
||||||
|
January 31,
|
January 31,
|
||||||
|
2018
|
2017
|
||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
—
|
$
|
489
|
||||
Total Assets
|
—
|
489
|
||||||
|
||||||||
Liabilities and Shareholders' Deficit
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
17,660
|
$
|
4,601
|
||||
Loans payable
|
157,455
|
—
|
||||||
Loans payable - related parties
|
47,134
|
28,534
|
||||||
Total current liabilities
|
222,249
|
33,135
|
||||||
Total liabilities
|
222,249
|
33,135
|
||||||
|
||||||||
Shareholders' Deficit
|
||||||||
Common stock: 600,000,000 shares authorized; $0.001 par value
|
||||||||
50,340,000 shares issued and outstanding at January 31, 2018 and 2017
|
50,340
|
50,340
|
||||||
Additional paid in capital
|
17,242
|
11,065
|
||||||
Accumulated deficit
|
(289,831
|
)
|
(94,051
|
)
|
||||
Total Shareholders' Deficit
|
(222,249
|
)
|
(32,646
|
)
|
||||
|
||||||||
Total Liabilities and Shareholders' Deficit
|
$
|
—
|
$
|
489
|
|
For the Year Ended January 31,
|
|||||||
|
2018
|
2017
|
||||||
|
||||||||
Operating Expenses
|
||||||||
General and administrative
|
$
|
45,694
|
14,771
|
|||||
Impairment of deposit on license
|
79,975
|
—
|
||||||
License and permits
|
62,480
|
—
|
||||||
Total operating expenses
|
188,149
|
14,771
|
||||||
|
||||||||
Operating Loss
|
(188,149
|
)
|
(14,771
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense, net
|
(7,631
|
)
|
(3,015
|
)
|
||||
Total other expenses
|
(7,631
|
)
|
(3,015
|
)
|
||||
|
||||||||
Net loss before income taxes
|
(195,780
|
)
|
(17,786
|
)
|
||||
Provision for income taxes
|
—
|
—
|
||||||
|
||||||||
Net Loss
|
$
|
(195,780
|
)
|
$
|
(17,786
|
)
|
||
|
||||||||
Basic and diluted loss per common share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Basic and diluted weighted average common shares outstanding
|
50,340,000
|
50,340,000
|
|
Additional
|
|||||||||||||||||||
|
Common Stock
|
Paid in
|
Accumulated
|
|||||||||||||||||
|
Number of shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|||||||||||||||
Balance February 1, 2016
|
50,340,000
|
$
|
50,340
|
$
|
—
|
$
|
(76,265
|
)
|
$
|
(25,925
|
)
|
|||||||||
|
||||||||||||||||||||
Imputed Interest Expense
|
—
|
—
|
3,015
|
—
|
3,015
|
|||||||||||||||
Shareholder Contributions
|
—
|
—
|
8,050
|
—
|
8,050
|
|||||||||||||||
Net loss
|
—
|
—
|
—
|
(17,786
|
)
|
(17,786
|
)
|
|||||||||||||
Balance - January 31, 2017
|
50,340,000
|
50,340
|
11,065
|
(94,051
|
)
|
(32,646
|
)
|
|||||||||||||
|
||||||||||||||||||||
Imputed Interest Expense
|
—
|
—
|
2,677
|
—
|
2,677
|
|||||||||||||||
Shareholder Contributions
|
—
|
—
|
3,500
|
—
|
3,500
|
|||||||||||||||
Net loss
|
—
|
—
|
—
|
(195,780
|
)
|
(195,780
|
)
|
|||||||||||||
Balance - January 31, 2018
|
50,340,000
|
$
|
50,340
|
$
|
17,242
|
$
|
(289,821
|
)
|
$
|
(222,249
|
)
|
|
For the Year Ended January 31,
|
|||||||
|
2018
|
2017
|
||||||
|
||||||||
Cash Used in Operating Activities
|
||||||||
Net loss for the period
|
$
|
(195,780
|
)
|
$
|
(17,786
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Imputed interest expense
|
2,677
|
3,015
|
||||||
Expenses paid by a related party
|
3,500
|
8,050
|
||||||
Impairment of license deposit
|
79,975
|
—
|
||||||
License expense
|
62,480
|
—
|
||||||
Changes in non-cash working capital balances:
|
||||||||
Accounts payable and accrued liabilities
|
13,059
|
3,380
|
||||||
Net cash used in operating activities
|
(34,089
|
)
|
(3,341
|
)
|
||||
|
||||||||
Cash Flows Used in Investing Activities
|
||||||||
Deposit on license
|
(142,455
|
)
|
—
|
|||||
Net cash used in Investing Activities
|
(142,455
|
)
|
—
|
|||||
|
||||||||
Cash Provided by Financing Activities
|
||||||||
Proceeds from related party loan
|
18,600
|
472
|
||||||
Proceeds from unrelated party loan
|
157,455
|
—
|
||||||
Net cash provided by Financing Activities
|
176,055
|
472
|
||||||
|
||||||||
Net decrease in cash for the year
|
(489
|
)
|
(2,869
|
)
|
||||
Cash at beginning of the year
|
489
|
3,358
|
||||||
Cash at end of the year
|
$
|
—
|
$
|
489
|
||||
|
||||||||
Supplemental Cash Flow Information:
|
||||||||
Cash paid for income taxes
|
$
|
—
|
$
|
—
|
||||
Cash paid for interest
|
$
|
—
|
$
|
—
|
|
As of
|
As of
|
||||||
|
July 31,
|
January 31,
|
||||||
|
2018
|
2018
|
||||||
|
(Unaudited)
|
(Audited)
|
||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
-
|
$
|
-
|
||||
Total Assets
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Liabilities and Shareholders' Deficit
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
14,903
|
$
|
17,660
|
||||
Accrued liabilities
|
1,985,026
|
-
|
||||||
Loans payable
|
-
|
157,455
|
||||||
Loans payable – related parties
|
18,600
|
47,134
|
||||||
Total current liabilities
|
2,018,258
|
222,249
|
||||||
Total liabilities
|
2,018,258
|
222,249
|
||||||
|
||||||||
Shareholders' Deficit
|
||||||||
Common stock: 600,000,000 authorized; $0.001 par value
|
||||||||
51,314,000 and 50,340,000 shares issued and outstanding,
|
51,314
|
50,340
|
||||||
Additional paid in capital
|
438,426
|
17,242
|
||||||
Accumulated deficit
|
(2,508,268
|
)
|
(289,831
|
)
|
||||
Total Shareholders' Deficit
|
(2,508,528
|
)
|
(222,249
|
)
|
||||
Total Liabilities and Shareholders' Deficit
|
$
|
-
|
$
|
-
|
|
For the Three Months
Ended July 31,
|
For the Six Months
Ended July 31,
|
||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||
General and administrative
|
10,050
|
18,853
|
26,420
|
23,168
|
||||||||||||
Total operating expenses
|
10,050
|
18,853
|
26,420
|
23,168
|
||||||||||||
|
||||||||||||||||
Net loss from operations
|
(10,050
|
)
|
(18,853
|
)
|
(26,420
|
(23,168
|
)
|
|||||||||
Other income (expense)
|
||||||||||||||||
Interest expense
|
(232
|
(1,608
|
)
|
(5,520
|
)
|
(2,346
|
)
|
|||||||||
Settlement expense
|
(1,985,025
|
)
|
-
|
(1,985,025
|
)
|
-
|
||||||||||
Loss on settlement of debt
|
-
|
-
|
(201,472
|
)
|
-
|
|||||||||||
Total other income (expense)
|
(1,985,257
|
)
|
(1,608
|
)
|
(2,192,017
|
)
|
(2,346
|
)
|
||||||||
Net Loss
|
$
|
(1,995,307
|
)
|
$
|
(20,461
|
)
|
$
|
(2,218,437
|
)
|
$
|
(25,514
|
)
|
||||
|
||||||||||||||||
Basic and diluted loss per share
|
0
|
0
|
0
|
$
|
-
|
|||||||||||
Weighted average number of
|
||||||||||||||||
shares outstanding
|
50,794,533
|
50,340,000
|
50,794,533
|
50,340,000
|
|
For the Six Months
Ended July 31,
|
|||||||
|
2018
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(2,218,437
|
)
|
$
|
(25,514
|
)
|
||
|
||||||||
Adjustments to reconcile net loss to net cash used by operating activities
|
||||||||
Interest expense
|
5,045
|
1,309
|
||||||
Loss on extinguishment of debt
|
201,472
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
-
|
(4,000
|
)
|
|||||
Accounts payable and accrued expenses
|
1,983,386
|
(1,162
|
)
|
|||||
Related party advances
|
28,534
|
-
|
||||||
Net Cash Used by Operating Activities
|
-
|
(29,367
|
)
|
|||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Deposit on license
|
-
|
(60,000
|
)
|
|||||
Net Cash Used by Investing Activities
|
-
|
(60,000
|
)
|
|||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from note payable - related party
|
-
|
18,600
|
||||||
Proceeds from note payable
|
-
|
75,000
|
||||||
Net Cash Provided by Financing Activates
|
-
|
93,600
|
||||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
-
|
4,233
|
||||||
Cash and cash equivalents, beginning of period
|
-
|
489
|
||||||
Cash and cash equivalents, end of period
|
$
|
-
|
$
|
4,722
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
|
||||
|
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
S-1
|
|
3.1
|
|
April 21, 2015
|
|||
|
S-1
|
|
3.2
|
|
April 21, 2015
|
|||
|
8-K
|
|
3.2
|
|
August 29, 2018
|
|||
|
8-K
|
|
2.1
|
|
August 29, 2018
|
|||
S-1 | 14.1 | April 21, 2015 | ||||||
23.2* | Consent of BF Borgers CPA PC | |||||||
|
|
|
|
|
||||
|
XBRL Instance Document
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
||
|
|
||
|
(i)
|
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
|
|
|
|
|
|
(iii)
|
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
|
|
|
(2)
|
That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
||
|
|
||
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
||
|
|
||
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness;
provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
||
|
|
|
||
|
(i)
|
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
|
|
|
|
|
|
(ii)
|
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
|
|
|
|
|
|
(iii)
|
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
|
|
|
|
|
(iv)
|
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
Apotheca Biosciences, Inc.
|
|
|
|
|
|
By:
/s/ Saeed Talari
|
|
|
Saeed Talari
|
|
|
Chief Executive Officer, Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Saeed Talari
|
|
Chief Executive Officer, Chief Financial Officer, Chairman, Director (principal executive officer, principal financial officer and principal accounting officer)
|
|
November 5, 2018
|
Saeed Talari
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John Verghese
|
|
Chief Technical Officer and Director
|
|
November 5,, 2018
|
John Verghese
|
|
|
|
|
1.
|
DEFINITIONS
.
|
Exhibit 10.2 -- Page 1 |
2.
|
REGISTRATION
.
|
a. Mandatory Registration. The Company shall, within ninety (90) calendar days from the date hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted (in any event, not less than 5,000,000 initially) to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices). The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the "Registration Period"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
Exhibit 10.2 -- Page 2 |
Exhibit 10.2 -- Page 3 |
Exhibit 10.2 -- Page 4 |
4.
|
OBLIGATIONS OF THE INVESTOR
.
|
5.
|
EXPENSES OF REGISTRATION
.
|
6.
|
INDEMNIFICATION
.
|
Exhibit 10.2 -- Page 5 |
Exhibit 10.2 -- Page 6 |
7.
|
CONTRIBUTION
.
|
8.
|
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS
.
|
9.
|
ASSIGNMENT OF REGISTRATION RIGHTS
.
|
Exhibit 10.2 -- Page 7 |
Exhibit 10.2 -- Page 8 |
Exhibit 10.2 -- Page 9 |
INVESTOR:
FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
By: FirstFire Capital Management LLC, its manager
By: /s/ Eli Fireman
ELI FIREMAN
Eli Fireman
Exhibit 10.2 -- Page 10 |
Principal Amount: $300,000.00
|
Issue Date: October 3, 2018
|
Actual Amount of Purchase Price: $276,000.00
|
Exhibit 10.3 - Page 1 |
Exhibit 10.3 - Page 2 |
Exhibit 10.3 - Page 3 |
Exhibit 10.3 - Page 4 |
Exhibit 10.3 - Page 5 |
Exhibit 10.3 - Page 6 |
Exhibit 10.3 - Page 7 |
Exhibit 10.3 - Page 8 |
Exhibit 10.3 - Page 9 |
Exhibit 10.3 - Page 10 |
Exhibit 10.3 - Page 11 |
Exhibit 10.3 - Page 12 |
Exhibit 10.3 - Page 13 |
Exhibit 10.3 - Page 14 |
Exhibit 10.3 - Page 15 |
Exhibit 10.3 - Page 16 |
☐ |
The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer").
|
☐ |
The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
|
Date of Conversion:
|
|||
Applicable Conversion Price: $ Costs Incurred by the Undersigned to Convert the Note into Shares of Common Stock: $
|
|||
Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note:
|
|||
Amount of Principal Balance Due remaining Under the Note after this conversion:
|
Exhibit 10.3 - Page 17 |
Exhibit 10.3 - Page 18 |
Exhibit 10.3 - Page 19 |
Exhibit 10.3 - Page 20 |
Where
|
X =
|
the number of Shares to be issued to Holder.
|
|
Y =
|
the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
|
||
A =
|
the Market Price (at the date of such calculation).
|
||
B =
|
Exercise Price (as adjusted to the date of such calculation).
|
APOTHECA BIOSCIENCES, INC.
|
|
/s/ Saaed Talari
|
|
Name: Saaed Talari
|
|
Title: Chief Executive Officer
|
(Print Name of Registered Holder)
|
|
By:
|
|
Name:
|
|
Title:
|
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Apotheca Biosciences, Inc.
We consent to the inclusion in the foregoing Registration Statement of Apotheca Biosciences, Inc. (the “Company”) of our report dated May 17, 2018 relating to our audit of the balance sheet as of January 31, 2018, and statements of operations, stockholders’ deficit and cash flows for the year then ended. Our report dated May 17, 2018, related to these financial statements, included an emphasis paragraph regarding an uncertainty as to the Company’s ability to continue as a going concern.
We also consent to the reference to us under the caption “Experts” in the Registration Statement.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
Certified Public Accountants
Lakewood, Colorado
November 5, 2018