EPHS HOLDINGS, INC. (Form: 8-K, Received: 03/05/2018 06:55:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 27, 2018

EPHS HOLDINGS, INC.

(Exact name of registrant as specified in charter)


Nevada	000-55906	82-4383947
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

7694 Colony Palm Drive Boynton Beach, FL 33436

(Address of principal executive offices and zip code)

(212) 321-0091

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12(b) 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 in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company þ

If an emerging growth company, indicate by checkmark 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. þ

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “ Description of Business, ” “ Risk Factors, ” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to the implementation of the Company’s business plan, our ability to obtain additional capital in the future to fund our planned expansion; the demand and growth of oral delivery systems for a variety of drugs and general economic factors.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

Pursuant to the terms and conditions of a Share Exchange Agreement executed between the Registrant and Emerald Plants Health Source, Inc. (“Emerald”) we acquired all of the issued and outstanding shares of common stock of Emerald in exchange for the issuance of 20 million restricted shares of the Registrant’s common stock. Paolo Gervasi and Calogero “Sal” Calegero were the sole shareholders of Emerald and received a total of 14 million shares of our common stock. The remaining 6 million shares were issued to consultants including 1,250,000 shares to our president, Gianfranco “John” Bentivoglio. For more information regarding the acquisition of Emerald you are urged to read in its entirety the Share Exchange Agreement which is attached as an exhibit to this Report.

The 20 million restricted shares of our common stock that were issued to the former shareholders of Emerald and named designees issued at Closing represented approximately 14% of the then issued and outstanding common stock of EPHS Holdings.

As a result of the transactions affected by the Share Exchange Agreement, at closing Emerald became a wholly owned subsidiary of EPHS Holdings, Inc. Emerald is a development stage company with limited operations and no revenues to date. Emerald’s business plan is to cultivate and distribute cannabis.

FORM 10 DISCLOSURE

Immediately prior to the transaction described above, we were deemed a shell company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”). Item 2.01(f) of Form 8-K provides that under these circumstances, a registrant must include with its disclosure the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act. Accordingly, we are providing below the information that would normally be included with a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of EPHS Holdings, Inc. and Emerald except that information regarding periods prior to the date of the acquisition which only relates to the pre-exchange corporation, unless otherwise specifically indicated.

DESCRIPTION OF BUSINESS

Corporate History and Background

EPHS Holdings, Inc was incorporated under the laws of the State of Nevada on January 28, 2009 under the name Quantum Bit Induction Technology, Inc. On November 14, 2006, the Company filed Amended and Restated Articles of Incorporation changing its name to Quantubit, Inc. On September 26, 2013 the Company filed a Certificate of Amendment changing its name to Sertant, Inc. Then on January 2, 2018, the Company filed a Certificate of Amendment with the Secretary of State changing its name to EPHS Holdings, Inc.

The Company’s original business plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land-based ores. The Company’s property was located in Nevada. The Company also explored developing technology to selectively electroplate precious and rare earth metals from solution or seawater onto collector electrodes. These endeavors were not successful, and the Company has since ceased operations.

With no operations, the Company was placed into receivership on February 15, 2017 (Case No. 2017-10544 as filed in the District Court of Harris County, Texas, 151 ^st Judicial District) and remained in receivership until December 2017. Angela Collette was appointed the Receiver and was also appointed as the Company’s president.

On December 28, 2017 the Company issued to EPHS, Inc., a Florida corporation, 75 million shares of the Company’s common stock for $110,000 which represents approximately 62% of the Company’s issued and outstanding shares of common stock. Mr. Bentivoglio is the president of EPHS Holdings, Inc. and EPHS, Inc.

On February 27, 2018 the Company acquired all of the issued and outstanding shares of common stock of Emerald in exchange for the issuance of 20 million shares of our common stock.

Until the acquisition of Emerald, we had no operations and nominal assets.

Emerald Plants Health Source (EPHS) Inc.

Emerald is a Canadian based company that was incorporated and started business in 2012 and have built a state of the art facility that is 4 years in to their ACMPR application. Emerald’s operations are based in Montreal, Quebec Canada. Emerald has applied and submitted an application to Health Canada to secure a commercial cultivation license identified as a license for Access to Cannabis for Medical Purposes Regulation: “ACMPR.” It has generated no revenues to date.

After securing the commercial cultivation license, Emerald will be required to apply for a sales license. In applying for a sales license for cannabis, Emerald will be required to submit its first cannabis crop for inspection. The inspection will examine the cannabis for contaminants and environmental control. If the license is granted, Emerald will be able to sell cannabis to licensed distributors throughout Canada.

Licensing Status

Emerald has submitted to Health Canada its ACMPR license application which is currently in review by Health Canada. Emerald’s final Evidence Package and Request for Information is expected to be submitted to Health Canada by March 9, 2018. If satisfactory, Emerald will be granted a license.

The Company will commence the growing of cannabis following the issuance of the ACMPR license. If secured in March 2018, we anticipate that the first harvest will be ready in October 2018 and thereafter a positive cash flow is anticipated to follow, however, there can be no assurance this will occur.

Assuming that the Company’s first crop will be ready to harvest in October 2018, anticipated total costs through the end of 2018 will be approximately $530,000. Until such time as the Company generates revenue, a cash infusion in either debt or equity financing will be required to meet these costs.

Commercial Cultivation of Cannabis in Canada:

In order to become licensed in Canada and the province of Quebec to grow and sell cannabis, licensed commercial cannabis companies must:

Maintain their license in good standing;

Establish personnel security measures;

Comply with and implement good production practices;

Comply with packaging, shipping, labeling, import and export requirements, and record-keeping requirements; and

Comply with client registration and ordering requirements

Labeling, testing and notice requirements for cannabis products include:

Cannabis oil must include the carrier oil used and for cannabis oil in dosage form to include the number of capsules or units in the container, the net weight, and the volume of each capsule or unit;

Fresh and dried marijuana must include the percentage of THC and CBD that could be yielded, taking into the account the potential to convert THC-Acid and CBD-Acid into THC and CBD;

The accuracy of weight and volume of products in packages must be between 95% and 105%,;

All required analytical testing to be done must use validated methods (e.g., contaminants, disintegration, and solvent residue testing) and requiring disintegration testing for cannabis oil in capsules or similar dosage forms; and

Required notification to the Minister of Health prior to commencing a recall

The Facility

Emerald currently leases a facility of approximately 8,400 square feet. Before a license is granted, the facility must meet the following requirements:

Walk-in vault to comply with the Health Canada Security Directives for Controlled Substances;

Building security, including access control, video surveillance and motion detectors;

Equipment to grow the cannabis; and

Laboratory equipment to monitor and test product quality.

The facility will be subject to Good Manufacturing Practices. ("GMP"). GMP is the Canadian standard for the production of pharmaceuticals. A GMP facility is under strict environmental control to assure manufacturing of sterile, potent and uncontaminated products.

It is not enough to build a GMP facility, it is critically important that it also operate at current GMP levels. It must have standard operating procedures (SOPs) in place to ensure proper manufacturing, record keeping and retention, environmental cleaning, and facility and equipment monitoring.

Health Canada has approved Emerald’s facility for cultivation.

Government Regulation of Cannabis

The use of marijuana for medical purposes in Canada is governed by the Marijuana for Medical Purposes Regulations (“MMPR”). MMPR deals exclusively with the medical use of marijuana and does not address the issue of legalizing marijuana for general use.

The Canadian government does not endorse the use of marijuana, but the courts have required reasonable access to a legal source of marijuana when authorized by a physician.

MMPR also sets forth the requirements for licensed producers of medical marijuana. These regulations include:


	·	Physical Security Measures;
	·	Good Production Practices;
	·	Packaging, Labeling and Shipping Requirements;
	·	Import and Export permit, if applicable; and
	·	Security Clearance

Physical Security Measures

Production sites need to be located indoors, and not in a private dwelling.

The MMPR sets out physical security requirements that are necessary to secure sites where licensed producers conduct activities with marijuana other than storage.

Health Canada has established security requirements for the storage of all controlled substances including dried marijuana by licensed producers.

All applicants for a producer's license have to demonstrate to Health Canada that they meet these security requirements. Licensed producer sites are subject to compliance and enforcement measures, including regular audits and inspections by Health Canada.

Good Production Practices

Licensed producers are subject to Good Production Practices that are meant, among other things, to ensure the cleanliness of the premises and equipment. The licensed producer is required to employ a quality assurance person with appropriate training, experience, and technical knowledge to approve the quality of dried marihuana prior to making it available for sale.

Product Quality

One of the requirements under Good Production Practices is that licensed producers must test dried marijuana for microbial and chemical contaminants.

Other requirements

Licensed producers must also meet other requirements under Good Production Practices under the Marijuana for Medical Purposes Regulations including, but not limited to:


	·	Sanitation Program;
	·	Standard Operating Procedures; and
	·	Establishment of a Recall System

Packaging, Labeling and Shipping- Consumer Information

Dried marijuana must be packaged in a tamper-evident and child-resistant container and contain standard information about the product (including but not limited to, the weight in grams and the packaging date). In addition, all licensed producers are required to attach a client-specific label, similar to a patient-specific prescription drug label, to the package of dried marijuana.

Import and Export permit

A licensed producer must obtain a permit from the Minister of Health prior to importing or exporting marijuana.

Security Clearance

The following individuals are required to have a valid security clearance under the Marijuana for Medical Purposes Regulations :


	·	the applicant (if an individual);
	·	all officers and directors of a corporate applicant;
	·	the proposed Senior Person in Charge;
	·	the proposed Responsible Person in Charge; and
	·	the proposed Alternate Person(s) in Charge

In addition to compliance with statutory guidelines prescribed at the federal level, controlled substances are also subject to regulation at the provincial level. Though provincial-controlled substances laws often mirror federal law, because the provinces are separate jurisdictions, they may separately schedule any product candidates as well. While some Canadian provinces automatically schedule a drug based on federal action, other provinces schedule drugs through rulemaking or a legislative action. Provincial scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product.

Distribution

The Company will look to enter distribution agreements with various companies. We believe that this will be a cost-effective way to distribute, market and sell the cannabis. To date, we have not signed any distribution agreements. Rules and regulations regarding the use and distribution of cannabis are constantly changing and there can be no assurance that we will be able to secure distribution agreements.

Commercialization

The Company believes that once we secure a commercial license, we will be a viable commercial-stage entity. As we transition to this strategy, we remain dedicated to further realizing the full potential and commercial value of a commercial cannabis license.

We recognize, however, that commercial development, distribution and sales entails substantial risk and requires significant operational expenditures. We continue to refocus our efforts on strategic development initiatives to reduce non-strategic spending aggressively and seek to obtain the funding necessary to implement our new corporate strategy. There can be no assurances, however, that the Company will be able to secure adequate funding to meet its current obligations and successfully pursue its strategic direction. Furthermore, despite our optimism regarding the commercial development of cannabis, even in the event that the Company is adequately funded, there is no guarantee that we will be able to cultivate and distribute cannabis in a profitable manner.

Competition

We face competition from larger well capitalized companies where economies of scale may make the acquisition of equipment and supplies more cost competitive. The entry into the cannabis industry is not capital intensive. As such, we will face competition from small start-up operations.

Changes affecting the global, national, and regional economies generally and the medical marijuana and recreational marijuana industries, in particular, we may not be able to create and maintain a competitive advantage in the marketplace.

Property

Emerald currently leases a facility of approximately 8,400 square feet at a cost of $4,300 per month. The facility is located at 5490 Notre Dame Street East Montreal, Quebec Canada H1N 2C4. The lease expires November 30, 2018. Emerald has an option to extend the lease for one additional term until November 30, 2021.

RISK FACTORS

The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business could be materially adversely affected. In such case, the Company may not be able to proceed with its planned operations and your investment may be lost entirely.

An investment in our securities is highly speculative and subject to a high degree of risk. Only those who can bear the risk of the entire loss of their investment should participate. Prospective investors should carefully consider the following factors, among others, prior to making an investment in the Securities described herein.

There is a limited trading market in our Common Stock. There can be no assurance that a trading market in our Common Stock or that a trading market can be sustained.

AS SUCH, INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND MUST BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.

THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, WE MAY NOT BE ABLE TO PROCEED WITH ITS PLANNED OPERATIONS AND YOUR INVESTMENT MAY BE LOST ENTIRELY.

RISKS ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS:

Risks Related to Our Financial Condition

It is possible investors may lose their entire investment.

Prospective investors should be aware that if we are not successful in our business activities, your entire investment in the Company could become worthless. Even if we are successful, in securing financing, there can be no assurances that we will generate sufficient revenues to continue operations.

We have not proven our ability to generate revenues or profits.

We have very little meaningful operating history, so it will be difficult for you to evaluate an investment in our stock. We cannot assure that we will generate sufficient revenues to be profitable. As a result, investors will bear the risk of complete loss of their investment in the event we are not successful.

Our auditors have raised substantial doubt about its ability to continue as a going concern.

As of December 31, 2017, Emerald had an accumulated deficit of $(673,286). As a result, our Independent Public Accounting Firm has expressed substantial doubt about the Company’s ability to continue as a going concern is dependent upon its ability to secure additional financing, purchase and generate sufficient cash flows to meet its obligations on a timely basis.

We need to raise additional capital to fund our operations.

We do not currently have sufficient capital to fund our current or anticipated operations. We may be unable to obtain additional capital when required. Future business development activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in identifying suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, we will not be able to implement our business plan.

Any additional capital raised through the sale of equity may dilute the ownership percentage of our stockholders. Raising any such capital could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

Our ability to obtain financing may be impaired by such factors as the capital markets (both generally and in our industry in particular), our limited operating history, national unemployment rates and the departure of key employees. Further, economic downturns will likely decrease our revenues and may increase our requirements for capital. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, if any, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we may be required to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms.

We face many operating risks.

The acquisition, management and sale of a business involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These risks include, among other things, lease defaults, uninsured property damage and personal liability insurance, eminent domain as well as natural disasters.

We may not be able to operate our business successfully or generate sufficient cash flows to meet our operational requirements

Revenues may not be sufficient to meet our cash flow requirements. As a result, we may not be able to implement our business strategies and expansion plans. There is no commitment for additional equity or debt financing. Even if we were to obtain funding, there can be no assurance that it will be available on terms acceptable to the Company.

We are dependent upon our CEO for his services and any interruption in his ability to provide his services could cause us to cease operations.

The loss of the services of Gianfranco Bentivoglio, our sole officer and director, could have a material adverse effect on us. We do not maintain any life insurance on Mr. Bentivoglio. The loss of his services could cause investors to lose all or a part of their investment. Our future success will also depend on our ability to attract, retain and motivate other highly skilled employees. Competition for personnel in our industry is intense. We may not be able to assimilate or retain highly qualified employees now or in the future. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected.

The loss of key members of our senior management team could adversely affect the execution of our business strategy and our financial results.

We believe that the successful execution of our business strategy depends on the continued employment of key members of our senior management team. If any members of our senior management team become unable or unwilling to continue in their present positions, our financial results and our business could be materially adversely affected.

Our business will be adversely affected if we are not able to establish and develop an effective work force.

A significant component to our growth strategy is attracting and retaining qualified, creative, innovative and experienced personnel. Our business would be adversely affected if we were unable to succeed in developing an effective workforce. We currently do not employ a workforce capable of generating revenue.

Risks associated with a company engaged in the cultivation and sale of cannabis:

We will be subject to significant governmental regulations.

We are subject to significant government regulation. Regulations such as compliance with Good Manufacturing Practices, evolving government regulations to the use, growing and distribution of cannabis may adversely impact our operating results. While we intend to comply with all government restrictions, there is no assurance that we will be able to comply with ever changing rules and regulations impacting the cannabis industry.

Recreational use of cannabis is still illegal throughout Canada, with legalization scheduled for July 2018.

Canada’s prime minister has advocated to decriminalize cannabis and permit its recreational use. The Canadian government has approved proposals for the recreational use of cannabis. The Canadian federal government has passed a law that would permit recreational use that is scheduled to become law in July 2018. If approved, it is unknown what requirements will be imposed on any company growing or distributing cannabis.

Failure of the government to complete legalization of recreational use of cannabis and the possibility of additional provincial regulations may adversely affect operations.

Cultivators and distributors of cannabis is subject to extensive governmental regulation which increases cost of doing business.

Canada Health imposes substantial requirements on the production and distribution of cannabis. Compliance with these requirements can be costly. More stringent regulations could result in significant compliance costs. Delays in obtaining certifications and regulatory approvals could result in substantial legal and administrative expenses and additionally, conditions imposed in connection with such approvals. The cannabis business also may be affected by legislation and regulations imposing new or greater obligations related to, for example, assisting law enforcement, minimizing environmental impacts, protecting customer privacy, or addressing other issues that affect our business.

Any potential growth in the cannabis industry continues to be subject to new and changing state and local laws and regulations.

Continued development of the cannabis industry is dependent upon continued legislative legalization of cannabis at the federal, provincial and local level, and a number of factors could slow or halt progress in this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation of legislation legalizing cannabis use, or its sale and distribution, or the re-criminalization or restriction of cannabis could negatively impact our business. Additionally, changes in applicable laws or regulations could impose additional compliance costs. Violations of applicable laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. We cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be materially adverse to our business.

The cannabis industry faces significant opposition, and any negative trends will adversely affect our business operations.

We are substantially dependent on the continued market acceptance, and the proliferation of consumers, of medical and recreational cannabis. We believe that with further legalization, cannabis will become more accepted, resulting in a growth in consumer demand. However, we cannot predict the future growth rate or future market potential, and any negative outlook on the cannabis industry may adversely affect our business operations.

Large, well-funded business sectors may have strong economic reasons to oppose the development of the cannabis industry. For example, medical cannabis may adversely impact the existing market for the current “cannabis pill” sold by mainstream pharmaceutical companies. Should cannabis displace other drugs or products, the medical cannabis industry could face a material threat from the pharmaceutical industry, which is well-funded and possesses a strong and experienced lobby. Any inroads the pharmaceutical, or any other potentially displaced, industry or sector could make in halting or impeding the cannabis industry could have a detrimental impact on our business.

We operate in a highly competitive industry.

The markets for businesses in the medical marijuana and recreational marijuana industries are competitive and evolving. There is no material aspect of our business that is protected by patents, copyrights, trademarks, or trade names. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources.

Given the rapid changes affecting the global, national, and regional economies generally and the medical marijuana and recreational marijuana industries, in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any changes in our markets, particularly, legal and regulatory changes. Our success will also depend on our ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition and results of operations.

Conditions in the economy, the markets we serve and the financial markets generally may adversely affect our business and results of operations.

Our business is sensitive to general economic conditions. Slower economic growth, volatility in the credit markets, high levels of unemployment, and other challenges that affect the economy adversely could affect us and our customers and suppliers. If growth in the economy or in any of the markets we serve slows for a significant period, if there is a significant deterioration in the economy or such markets or if improvements in the economy do not benefit the markets we serve, our business and results of operations could be adversely affected.

We will have many competitors.

We will face intense competition in the cannabis market in Canada. Many of our competitors may be larger and have greater financial, technical, marketing and other resources than we do.

Our ability to compete may depend upon factors outside of our control

We will encounter factors outside of our control which may inhibit our ability to successfully grow, market and sell cannabis throughout Canada. These factors may include:


·	Increased government regulation at both the federal and provincial level;
·	Changes in consumer behavior to use cannabis for either recreational or medical purposes;
·	Price fluctuation in cannabis;
·	Natural disasters may damage our facility; and
·	The strength of the economy

In order to remain competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace. We will have to adapt by revamping our own strategies and tactics to adequately respond in changing competitive business climates.

Any potential growth in the cannabis industry continues to be subject to new and changing state and local laws and regulations.

Risks associated with our Common Stock:

There is currently a limited market for our Common Stock.

There is currently a limited market for our common stock. We do not expect that a market will develop in the foreseeable future. The lack of a market may impair the ability to sell shares at the time investors wish to sell them or at a price considered to be reasonable. In the event that a market develops, we expect that it would be extremely volatile.

We do not anticipate paying dividends on our Common Stock.

A dividend has never been declared or paid in cash on our common stock and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

Our chief executive officer and control shareholder may influence matters to be voted on and his interests may differ from or be adverse to the interests of other stockholders.

The Company’s chief executive officer and majority stockholder controls a majority of our outstanding common stock. Accordingly, the Company’s executive officer and majority stockholder possess significant influence over the Company on matters submitted to the stockholders for approval, including the election of directors, mergers, consolidations, the sale of all or substantially all our assets, and the power to prevent or cause a change in control. This amount of control gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are adverse to other stockholders.

Legislation, including the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract officers and directors.

We may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of rules and regulations which govern publicly-held companies. The Sarbanes-Oxley Act has resulted in a series of rules and regulations that increase responsibilities and liabilities of directors and executive officers. We are a small company with a limited operating history and no revenues. This may influence the decisions of potential candidates we may recruit as directors or officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles.

We may face continuing challenges in complying with the Sarbanes-Oxley Act, and any failure to comply or any adverse result from management’s evaluation of our internal control over financial reporting may have an adverse effect on our stock price.

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with our Annual Report on Form 10-K. The report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

Failure to comply, or any adverse results from such evaluation, could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities.

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we will be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties.

Our common stock is subject to SEC rules applicable to penny stocks, which may make it difficult to resell your shares.

Broker-dealers are generally prohibited from effecting transactions in “penny stocks” unless they comply with the requirements of Section 15(h) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder. These rules apply to the stock of companies whose shares are not traded on a national stock exchange, trade at less than $5.00 per share or who do not meet certain other financial requirements specified by the Securities and Exchange Commission (the “SEC”). Trades in our common stock are subject to these rules, which include Rule 15g-9 under the Exchange Act, which imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale.

The penny stock rules also require a broker/dealer, prior to effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. A broker/dealer also must provide the customer with current bid and offer quotations for the relevant penny stock and information on the compensation of the broker/dealer and its salesperson in the transaction. A broker/dealer must also provide monthly account statements showing the market value of each penny stock held in a customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

These rules may discourage or restrict the ability of brokers/dealers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Forward Looking Statements

This document contains certain forward-looking statements as defined by federal securities laws. For this purpose, forward-looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words, “estimate”, “could”, “should”, “would”, “likely”, “may”, “will”, “plan”, “intend”, “believes”, “expects”, “anticipates”, “projected”, or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. The forward-looking information is based on various factors and was derived using numerous assumptions. For these statements, we claim the protection of the “bespeaks caution” doctrine. Such forward-looking statements include, but are not limited to:


·	statements regarding our anticipated financial and operating results, including increases in and anticipated sources of revenues;
·	statements regarding expected fees we will receive;
·	predictions regarding the outcome of state and federal regulations regarding cannabis;
·	statements regarding anticipated changes in costs and expenses;
·	statements regarding when we plan to begin generating revenues;
·	statements regarding our goals, intensions, plans and expectations, including selling and marketing plans;
·	statements regarding expanded business opportunities in 2018; and
·	statements with respect to having adequate liquidity.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements;


·	negative changes in public sentiment towards acceptance of the use of cannabis for medicinal and recreational purposes;
·	changes in the pace of legislation legalizing the use of medical and recreational cannabis;
·	other regulatory developments that could limit the sale of cannabis;
·	the loss of key personnel; and
·	other risks discussed in this document.

All forward-looking statements in this document are based on information currently available to us as of the filing of this Registration Statement, and we assume no obligation to update any forward-looking statements other than as required by law.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and notes thereto for the years ended June 30, 2017 and 2016 and the review of interim financial statements for the three months ended December 31, 2017 found in this report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks.

General

The following analysis of Emerald’s financial condition and results of operations should be read in conjunction with the financial statements, including footnotes, and other information presented elsewhere in this report on Form 8-K.

Results of Operations

For the years ended June 30, 2017 and 2016 and for the interim period ended December 31, 2017, we did not generate any revenues. Operating expenses for 2017 and 2016 totaled $166,553 and $160,268, respectively. Operating expenses for the six months ended December 31, 2017 totaled $81,111. Operating expenses include but are not limited to equipment purchases, rent, utilities, professional fees, permits and labor costs.

Net Loss

Net Loss for the years ended June 30, 2017 and 2016 totaled $(166,553) and $(160,268), respectively. Net loss for the six months ended December 31, 2017 totaled $(81,111).

Liquidity and Capital Resources

At June 30, 2017 and 2016 we had cash of $6,913 and $32,268, respectively. Sales tax receivable and prepaid expenses totaled $4,299 and $8,321. Current liabilities totaled $721,889 and $622,489 consisting primarily of $715,940 and $616,771 in shareholder loans.

Our accumulated deficit at June 30, 2017 and 2016 was $(600,421) and $(437,041), respectively. Our accumulated deficit at December 31, 2017 was $(673,286).

In connection with the acquisition of Emerald, Emerald’s two shareholders, Paolo Gervasi and Calegero Caruso have agreed to forgive $794,317 in shareholder loans.

C urrent and Future Financing Needs

We have spent, and expect to continue to spend, substantial amounts in connection with implementing our business strategy, including marketing, distribution, production, research and development, legal and accounting fees in connection with regulatory compliance and corporate governance. The actual amount of funds we will need to operate Emerald is subject to many factors, some of which are beyond our control.

We have budgeted for Emerald approximately $530,000 in expenses for 2018. These expenses include but are not limited to supplies (soil and seeds), rent, salaries, taxes and permits.

Off Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.

ITEM 3.02. SALE OF UNREGISTERED SECURITIES

In October 2017, the Company issued 4,750,000 shares of common stock, valued at $0.60 per share according to the OTC market, to a shareholder to resolve a legal claim by the shareholder.

On December 28, 2017 the Company issued to EPHS, Inc., a Florida corporation, whose president is Gianfranco Bentivoglio, 75,000,000 shares, valued at $.001 of the Company’s common stock for $110,000.

On February 27, 2018 we acquired all the issued and outstanding shares of common stock of Emerald in exchange for the issuance of 20 million shares of our common stock. The shareholders of Emerald are Paolo Gervasi and Calegero Caruso.

The Company believes that the issuances and sale of the restricted shares were exempt from registration pursuant to Section 4(2) of the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. The recipients in each case represented their intention to acquire the securities for investment only and not with a view to the distribution thereof. Appropriate restrictive legends are affixed to the stock certificates issued in such transactions. All recipients of restricted shares either received adequate information about the Company or had access, through employment, relation and/or business relationships with the Company to such information.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, whose president is Gianfranco Bentivoglio, 75,000,000 shares, valued at $.001 of the Company’s common stock for $110,000.

The issuance of the 75 million shares of common stock represented approximately 61.2% of the then existing issued and outstanding shares of the Company’s common stock (122,600,892 shares).

ITEM 5.02 DEPARTURE OF DIRECTORS AND PRINCIPAL OFFICER; NOMINATION AND ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICER.

Angela Collette was our former president and court appointed receiver. With the issuance of our common stock to EPHS, Inc. and change in control, Gianfranco Bentivoglio became our sole officer and director.

Gianfranco (John) Bentivoglio

Mr. Bentivoglio is our sole officer and director. He assumed this role on January 2, 2018. With over 30 years of business experience ranging from finance, consulting, operations and strategic planning, Mr. Bentivoglio brings to the Company a vision to make strategic acquisitions which will lay the foundation for the Company’s future growth. Since October 2017, he has served as the president of EPHS, Inc. from 2012 through November 2017 he served as the director, president and CEO of Event Cardio Group, (OTCQB: ECGI) a Canadian based company engaged in inventing, developing and building a cardiac monitoring device that was capable of both Loop Event Recording and Holter monitoring based on a wireless and leadless advanced cardiac monitoring system for diagnostic evaluation. Since 1996 he served as the executive vice present of Profits Consultants, Inc., a Houston, Texas based company which provides consulting services to developmental stage and operating companies in a variety of fields. Prior thereto, Mr. Bentivoglio spent over 30 years in the hospitality industry owning and operating a variety of hotels and restaurants while continuing to work with Profit Consultants.

Involvement in Certain Legal Proceedings:

During the past ten years:

1. None of our officers or directors has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

2. None of our officers or directors has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such officer or director from engaging in any activity in connection with the purchase or sale of securities or in connection with any violation of federal or state securities laws or federal commodities laws;

3. None of our officers or directors has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority;

4. None of our officers or directors has been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities laws; or

5. None of our officers or directors has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization.

EXECUTIVE COMPENSATION

There has been no compensation awarded to, earned by, or paid by the Company to its principal executive officer or any other executive officers or directors during the fiscal years ended June 30, 2017 and 2016 and for the three months ended December 31, 2017.

There is currently no agreement in place for the payment of any salaries. We anticipate that our officers will not receive any cash compensation until such time as the Company secures additional financing or generates revenues. However, officers and directors may be awarded stock awards and stock options.

The table below summaries the compensation paid to our principle executive officer for the years ended 2017 and 2016.

Summary Compensation Table*


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Angela Collette	2017	$0	$0	$0	$0	$0	$0	$0
Former CEO	2016	$0	$0	$0	$0	$0	$0	$0


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
John Bentivoglio	2017	$0	$0	$0	$0	$0	$0	$0
CEO	2016	$0	$0	$0	$0	$0	$0	$0

*There were no other salaries paid in either 2017 or 2016 or for the six months ended December 31, 2017.

Equity Compensation Plan

None.

Compensation of Directors

The Company may reimburse its directors for expenses incurred in connection with attending board meetings. The Company has not paid any director's fees or other cash compensation for services rendered as a director since our inception to the date of this filing. The Company has no formal plan for compensating its directors for their service in their capacity as directors.

Long-Term Incentive Plans

None.

Audit Committee

None.

Compensation Committee

None.

Stock Options Granted and Exercised in Last Year

None.

ITEM 5.06 - CHANGE IN SHELL COMPANY STATUS.

With the acquisition of Emerald, we are no longer a shell company.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

See Index to Financial Statements

(b) Pro Forma Financial Statements

(d) Exhibits


Exhibit No.		Description

10.1		Share Exchange Agreement
10.2		Amendment to Share Exchange Agreement

Emerald Plants Health Source (E.P.H.S) Inc.

June 30, 2017 and 2016

Index to the Financial Statements


Contents		Page(s)

Report of Independent Registered Public Accounting Firm		17

Balance Sheets at June 30, 2017 and 2016		18

Statements of Operations for the Fiscal Years Ended June 30, 2017 and 2016		19

Statement of Stockholders’ Deficit for the Fiscal Years Ended June 30, 2017 and 2016		20

Statements of Cash Flows for the Fiscal Year Ended June 30, 2017 and 2016		21

Notes to the Financial Statements		22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Emerald Plants Health Source (E.P.H.S.) Inc.

We have audited the consolidated balance sheets of Emerald Plants Health Source (E.P.H.S.) Inc. (the “Company”) as of June 30, 2017 and 2016 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2017 and 2016, and the results of its operations and its cash flows for the fiscal years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will become a going concern. As described in Note 3 to the consolidated financial statements, the Company has no operations nor business plans, which raises substantial doubt about its ability to become a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Thayer O’Neal Company, LLC

Thayer O’Neal Company, LLC

Houston, Texas

February 28, 2018

Emerald Plants Health Source (E.P.H.S.) Inc.

BALANCE SHEETS

June 30, 2017 and 2016


	2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	6,913		$	32,268
Sales tax receivable		4,299			6,014
Prepaid expenses and other current assets		-			2,307
Total current assets		11,212			40,589

Property and equipment		49,128			86,262
Security Deposit		6,658			6,667
Total assets	$	66,998		$	133,517

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	5,949		$	5,718
Due to Related Party – Note Payable		715,940			616,771
Total liabilities		721,889			622,489

Stockholders' equity (deficit)
Class A Common stock, $0.77 par value, 100 shares issued, authorized and outstanding as of June 30, 2017 and 2016		77			77
Additional paid-in capital		-			-
Accumulated deficit		(600,421	)		(437,041	)
Accumulated other comprehensive loss		(54,547	)		(52,008	)
Total stockholders' equity (deficit)		(654,891	)		(488,972	)
Total liabilities and stockholders' equity (deficit)	$	66,998		$	133,517

The accompanying notes are an integral part of these financial statements.

Emerald Plants Health Source (E.P.H.S.) Inc.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED June 30, 2017 and 2016


	2017			2016
Total revenue	$	-		$	-
Cost of revenue		-			-
Gross profit		-			-

Operating Expenses		(166,553	)		(160,268	)

Other income (expense)		-			-

Net income (loss)		(166,553	)		(160,268	)

Other comprehensive loss
Foreign currency translation gain		2,539			52,008
Total comprehensive loss	$	(164,014	)	$	(108,260	)

Weighted average shares - basic and diluted		100			100
Loss per share - basic and diluted	$	(1,640	)	$	(1,082	)

The accompanying notes are an integral part of these financial statements.

Emerald Plants Health Source (E.P.H.S.) Inc.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED June 30, 2017 and 2016


										Accumulated
					Additional					Other
	Common Stock				Paid-in		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Loss			Total
BALANCES , July 1, 2015		100	$	79	$	-	$	(328,781	)	$	-		$	(328,781	)
Translation loss											(52,008	)		52,008
Net loss		-		-		-		(108,260	)		-			(108,260	)
BALANCES , June 30, 2016		100		77		-		(437,041	)		(52,008	)		(488,972	)
Translation loss		-		-		-		-			(2,539	)		(2,539	)
Net loss		-		-		-		(164,014	)		-			(164,014	)
BALANCES , June 30, 2017		100	$	77	$	-	$	(600,421	)	$	(54,547	)	$	(654,891	)

The accompanying notes are an integral part of these financial statements.

Emerald Plants Health Source (E.P.H.S.) Inc.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED June 30, 2017 and 2016


	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(166,553	)	$	(160,268	)
Depreciation of property and equipment		41,888			40,675
Translation loss		2,539			52,008
Changes in operating assets and liabilities
Sales tax receivable		1,707			850
Accounts payable		239			(37,548	)
Prepaid expenses		2,304			(368	)
Security deposit		-			1,019
CASH USED IN OPERATING ACTIVITIES		(117,877	)		(103,632	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(4,866	)		-
CASH USED IN INVESTING ACTIVITIES		(4,866	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in loan payable to shareholders		99,968			181,473
CASH USED IN FINANCING ACTIVITIES		99,968			181,473

Effect of translation changes on cash		(2,580	)		(51,297	)

Change in cash and cash equivalents		(25,355	)		26,544

Cash, beginning of year		32,268			5,724

Cash, end of year	$	6,913		$	32,268

SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these financial statements.

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Emerald is a recently formed Canadian based company. Emerald’s operations are based in Montreal, Quebec Canada. Emerald has applied and submitted an application to Health Canada to secure a commercial cultivation license identified as a license for Access to Cannabis for Medical Purposes Regulation: “ACMPR”, It has generated no revenues to date.

After securing the license, Emerald will be required to apply for a sales license. In applying for a sales license for cannabis, Emerald will be required to submit its first cannabis crop for inspection. The inspection will examine the cannabis for contaminants and environmental control. If the license is granted, Emerald be able to sell cannabis to licensed distributors throughout Canada.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is June 30.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. Term deposits that the Company cannot use for current transactions because they are pledged as security are excluded from cash and cash equivalents.

Property and Equipment

Property and equipment is stated at cost or contributed value. The value of the equipment contributed was assessed by an independent third-party at liquidation value. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year), and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment.

Foreign Currency Translation

The functional currency of the Company is the Canadian Dollar (“CAD”). For financial statement purposes, the reporting currency is the United States Dollar (“USD”).

For financial reporting purposes, the financial statements are translated into the Company’s reporting currency, USD. Asset, liability and equity accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder’s equity (deficit).

The conversion from CAD to USD was performed using the historical exchange rate of $1.00 CAD equal to $0.772 USD as of 6/30/2016, $0.771 USD as of 6/30/2017 and $0.795 USD as of 12/31/2017.

Impairment of Long-Lived Assets

Our company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, “ Property, Plant and Equipment ” (“ASC 360”). The test for impairment is required to be performed by management at least annually. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

The Company's financial instruments, as defined by ASC subtopic 825-10, “Financial Instrument” (“ASC 825-10), include cash and cash equivalents, accounts payable, convertible note payable and amounts due to shareholders. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2017.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, " Income Taxes ," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

The Company has adopted the provisions of ASC 740-10-05 “Accounting for Uncertainty in Income Taxes .” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Sales Tax Receivable

The company is charged approximately 15% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) and Provincial (Quebec). The company is reimbursed for all sales taxes paid to suppliers. The company does not charge sales taxes on supplies as it has no revenues.

Net Loss Per Share, Basic and Diluted

The basic loss per share for the year was $(1,640) and 2016 was: $(1,082). Basic income (loss) per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of June 30, 2017.

Related Party Transactions

The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition.

Subsequent Event

The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Recent Accounting Pronouncements

The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous GAAP and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

Note 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. However, the Company has no revenues. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Note 4 – PROPERTY AND EQUIPMENT


Classification	2017			2016
Furniture	$	9,601		$	4,735
Leasehold improvements		204,277			204,277
Total cost of property and equipment		213,878			209,012
Accumulated depreciation		(164,750	)		(122,750	)
Property and equipment, net	$	49,128		$	86,262

Note 5 – RELATED PARTY TRANSACTIONS

In 2013, Paolo Gervasi (President) and Calogero Caruso loaned the Company $16,872 and $16,872, respectively as non-interest-bearing loans. As of June 30, 2017, the Company owed its President Paolo Gervasi and Vice-President Calogero Caruso $357,970 and $357,970 respectively.

Note 6 – LEASE AGREEMENTS

On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet. The Company renewed the rental agreement on December 1, 2015 with a base gross rent of $4.63 per square foot and security deposit of $6,667. The Company will owe monthly rental payments of approximately $38,832 until the rental agreement terminates on November 30, 2018.

Note 7 – INCOME TAXES

The Company uses the income taxes payable method of accounting for income taxes and is subject to Canadian income tax rules and regulation. Under this method, the Company reports as an expense or as income of the period only the cost or benefit of current income taxes determined in accordance with the rules established by taxation authorities.

It has carry forward losses totaling $653,690 for income tax purposes, the utilization of which is severely limited due to a change in control. The expiration dates for using these losses to reduce income taxes are as follows:


2033	$	28,502
2034		138,426
2035		156,545
2036		163,665
2037		166,553
	$	653,690

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

The Company has not recognized the tax benefits of these losses in these financial statements due to their limited ability to realize the benefits.

Note 8 – SUBSEQUENT EVENTS

On February 27, 2018, a purchase agreement was executed between Emerald Plants Health Source Inc. and EPHS Holdings, Inc. for all the issued and outstanding shares of common stock of Emerald Plants Health Source in exchange for 20,000,000 shares of EPHS Holdings, Inc. common stock.

Note 9 – INTERIM PERIODS

Below are the interim period financial statements for the six months ended December 31, 2017.

Emerald Plants Health Source (E.P.H.S.) Inc.

BALANCE SHEETS

Six Months Ended December 31, 2017


	December 31, 2017			June 30, 2017
ASSETS

Current assets
Cash and cash equivalents	$	4,195		$	6,913
Sales tax receivable		4,066			4,299
Prepaid expenses and other current assets		-			-
Total current assets		8,261			11,212

Property and equipment		28,917			49,128
Security Deposit		6,866			6,658
Other assets		-			-
Total assets	$	44,044		$	66,998

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	6,114		$	5,949
Loan payable – shareholders		794,317			715,940
Total liabilities		800,431			721,889

Stockholders' equity (deficit)
Class A Common stock, $0.77 par value, 100 shares issued, authorized and outstanding as of June 30, 2017 and 2016		80			77
Additional paid-in capital		-			-
Accumulated deficit		(673,286	)		(600,344	)
Accumulated other comprehensive loss		(83,101	)		(54,547	)
Total stockholders' equity (deficit)		(756,387	)		(654,891	)
Total liabilities and stockholders' equity (deficit)	$	44,044		$	66,998

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

Emerald Plants Health Source (E.P.H.S.) Inc.

STATEMENT OF OPERATIONS

Six Months Ended December 31, 2017


Total revenue	$	-
Cost of revenue		-
Gross profit		-

Operating Expenses		(81,111	)

Other income (expense)		-

Net income (loss)		(81,111	)

Other comprehensive loss
Foreign currency translation gain		28,554
Net Comprehensive loss	$	(52,557	)

Weighted average shares - basic and diluted		100
Loss per share - basic and diluted	$	(526	)

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

Emerald Plants Health Source (E.P.H.S.) Inc.

STATEMENTS OF CASH FLOWS

Six Months Ended December 31, 2017


CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(81,111	)
Amortization of property and equipment		21,740
Net change in non-working capital items
Sales tax receivable		367
Accounts payable		(21	)
Prepaid expenses		-
Security deposit		-
CASH USED IN OPERATING ACTIVITIES		(59,024	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		-
CASH USED IN INVESTING ACTIVITIES		-

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in loan payable to shareholders		56,091
CASH USED IN FINANCING ACTIVITIES		56,091

Change in cash and cash equivalents		(2,933	)

Cash, beginning of year		7,128

Cash, end of year	$	4,195

SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	-
Cash paid for income taxes	$	-

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

Note 10 – PRO-FORMA FINANCIAL STATEMENTS

Pro-forma financial statements for the year ending June 30, 2018, assuming a merger of the entity is as follows:

BALANCE SHEETS

(Unaudited)


ASSETS
Current assets
Cash and cash equivalents	$	6,913
Sales tax receivable		4,299
Prepaid expenses and other current assets		-
Total current assets		11,212

Property and equipment		49,128
Security Deposit		6,658
Total assets	$	66,998

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	12,547
Due to Related Party – Note Payable		715,940
Total liabilities		734,436

Stockholders' equity (deficit)
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 47,600,892 and 42,850,892 shares issued and outstanding as of December 31, 2017 and 2016, respectively		47,601
Additional paid-in capital		(60,071	)
Accumulated deficit		(600,421	)
Accumulated other comprehensive loss		(54,547	)
Total stockholders' equity (deficit)		(667,438	)
Total liabilities and stockholders' equity (deficit)	$	66,998

Emerald Plants Health Source (E.P.H.S) Inc.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2017 & 2016

STATEMENTS OF OPERATIONS

(Unaudited)


Total revenue	$	-
Cost of revenue		-
Gross profit		-

Operating Expenses		(166,553	)

Other income (expense)		-

Net income (loss)		(166,553	)

Other comprehensive loss
Foreign currency translation gain		2,539
Total comprehensive loss	$	(164,014	)

Weighted average shares - basic and diluted		47,600,892
Loss per share - basic and diluted	$	(0.00	)

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 hereunto duly authorized.


Dated: March 1, 2018	EPHS HOLDINGS, INC.


	By:	/s/ Gianfranco Bentivoglio
	Name:	Gianfranco Bentivoglio
	Title:	President & Chief Executive Officer

EXHIBIT 10.1

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of February 27, 2018

AMONG:

EPHS Holdings, Inc., a Nevada corporation.

(“EPHS Holdings”)

AND

EMERALD PLANTS HEALTH SOURCE, Inc., a Quebec corporation

(“Emerald” or “Emerald Plants”)

AND:

THE SHAREHOLDERS OF EMREALD PLANTS

( the “ Shareholders ”)

WHEREAS: The parties wish to enter into this Share Exchange Agreement as more fully set forth herein;

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

DEFINITIONS

Definitions

1.1

The following terms have the following meanings, unless the context indicates otherwise:

“ Agreement ” shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

“ Closing ” shall mean the completion of the Transaction, in accordance with Section 0 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;

“ Closing Date ” shall mean February 27, 2018 unless extended by the mutual consent of the parties.

“ Closing Documents ” shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

“ Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended;

“ GAAP ” shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods;

“ Liabilities ” shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;

“Shareholders ” are those shareholders set forth on Schedule 1 owning all of the outstanding equity securities of Emerald Plants.

“ SEC ” shall mean the Securities and Exchange Commission;

“ Securities Act ” shall mean the United States Securities Act of 1933, as amended;

“ Taxes ” shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and

“ EPHS Shares ” shall mean 20,000,000 (20 million) common shares of EPHS Holdings..

1.2

Schedules

The following schedules are attached to and form part of this Agreement:

Schedule 1.

Shareholders

THE OFFER, PURCHASE AND SALE OF SHARES

2.1

Offer, Transfer and Acquisition of the Shares

Subject to the terms and conditions of this Agreement, the Shareholders hereby covenant and agree to assign and transfer to EPHS all of the issued and outstanding shares of common stock of Emerald and EPHS Holdings Inc agrees to acquire from the Shareholders the Emerald Shares held by the Shareholders.

2.2

Consideration

As consideration for the exchange of the Emerald Shares by the Shareholders to EPHS Holdings EPHS Holdings shall allot and issue the EPHS Shares to the Shareholders in proportion to their equity ownership as set forth on Schedule 1. Notwithstanding the foregoing, at Closing the Shareholders shall instruct the Company’s Transfer Agent to issue to those individuals set forth on Schedule 1 a total of 6,000,000 shares of the EPHS Shares (3,000,000 from each Shareholder). The Shareholders acknowledge and agree that the EPHS Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the

EPHS Shares issued on Closing will be endorsed with a restrictive legend similar in form and substance to the following:

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, UNLESS THE SHARES ARE REGISTERED’ AN EXEMPTION FROM REGISTRATION EXISTS OR THE SHAREHOLDER RECEIVES AN OPINION LETTER ISSUED BY COMPANY COUNSEL.

2.3

Share Exchange Procedure and Representations

Each Selling Shareholder may exchange his certificate representing the Emerald shares by delivering such certificate to EPHS Holdings duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and with appropriate instructions to allow the transfer agent to issue certificates for the EPHS Holdings Shares to the holders thereof and/or as directed by the Shareholders.

Each of the Shareholders must execute this Share Exchange Agreement.

2.4

Closing Date

The Closing will take place, subject to the terms and conditions of this Agreement.

2.5

Restricted Shares

The Shareholders acknowledge that the EPHS Holdings Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.

2.6

Exemptions

The Shareholders acknowledge that EPHS Holdings has advised such Shareholders that EPHS Holdings is relying upon the representations and warranties of the Shareholders and, as a consequence, certain protections, rights and remedies provided by the Securities Act will not be available to the Shareholders.

2.7

Reorganization

For a period of six months following Closing, the EPHS Shares shall not be subject to any reorganization or recapitalization of EPHS.

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

As of the Closing, the Shareholders, jointly and severally, represent and warrant to EPHS Holdings, and acknowledge that EPHS Holdings is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of EPHS Holdings, as follows:

3.1

Organization and Good Standing

EMERALD is a corporation duly organized, validly existing and in good standing under the laws of the province of Quebec and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Emerald is duly qualified to do business and is in good standing as a corporation in each of the jurisdictions in which Emerald owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Emerald taken as a whole.

3.2

Authority

Emerald has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ Emerald Documents ”) to be signed by Emerald and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Emerald Documents by Emerald and the consummation of the transactions contemplated hereby have been duly authorized by Emerald’s board of directors. No other corporate or shareholder proceedings on the part of Emerald is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Emerald Documents when executed and delivered by Emerald as contemplated by this Agreement will be, duly executed and delivered by Emerald and this Agreement is, and the other Emerald Documents when executed and delivered by Emerald as contemplated hereby will be, valid and binding obligations of Emerald enforceable in accordance with their respective terms except:

(a)

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

(b)

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

(c)

as limited by public policy.

3.3

Capitalization of Emerald

As of the date of this Agreement, and as of the Closing Date, all of the issued and outstanding securities of Emerald will have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of the province of Quebec . There are no agreements purporting to restrict the transfer of the Emerald Shares, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Emerald Shares. At the Closing, there will not be any equity securities issued or issuable or other securities which can be converted into any class of equity securities of Emerald.

3.4

Title and Authority of Shareholders

Each of the Shareholders is and will be as of the Closing, the registered and beneficial owner of and will have good and marketable title to the Emerald Shares held by it and will hold such free and clear of all liens, charges and encumbrances whatsoever; and such Emerald Shares held by such Shareholders have been duly and validly issued and are outstanding as fully paid and non-assessable equity shares in the capital of Emerald. Each of the Shareholders has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the registered, legal and beneficial title and ownership of the Emerald Shares held by it.

3.5

Shareholders of Emerald

As of the Closing Date, Schedule 1 will contain a true and complete list of the Shareholders, the number of Emerald Shares owned by the Shareholders and the number of EPHS Holdings Shares to be received at Closing. There are no other shareholders, warrant holders or option holders of Emerald. There is no person or entity entitled to receive any equity securities, warrants, options or other instruments that may be converted into equity securities of Emerald and that there are no outstanding options, warrants or other securities as of the date hereof and as of the Closing Date.

Each of the Shareholders is either an accredited or sophisticated investor. Each of the Shareholders has received satisfactory answers to any questions submitted to EPHS Holdings or EPHS Holdings.

3.6

Corporate Records of Emerald

The corporate records of Emerald, as required to be maintained by it pursuant to all applicable laws, are accurate, complete and current in all material respects, and the minute book of Emerald is, in all material respects, correct and contains all records required by all applicable laws, as applicable, in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of Emerald.

3.7

Non-Contravention

Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

(a)

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Emerald or any of its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Emerald or any of its subsidiaries, or any of their respective material property or assets;

(b)

violate any provision of its Constating Documents or any applicable laws; or

(c)

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Emerald, any of its subsidiaries or any of their respective material property or assets.

3.8

Actions and Proceedings

There is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting Emerald or which involves any of the business, or the properties or assets of Emerald that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Emerald taken as a whole (a “ Emerald Material Adverse Effect ”). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Emerald Material Adverse Effect.

3.9

Compliance

(a)

To the best knowledge of Emerald, Emerald is in compliance with, and is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Emerald;

(b)

To the best knowledge of Emerald, Emerald is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Emerald Material Adverse Effect;

(c)

Emerald has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Emerald, threatened, and none of them will be adversely affected by the consummation of the Transaction; and

(d)

Emerald has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Emerald has not received any notice of any violation thereof, nor is Emerald aware of any valid basis therefore.

3.10

Filings, Consents and Approvals

No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Emerald or the Shareholders of the Transaction contemplated by this Agreement or to enable EPHS Holdings to continue to conduct Emerald’s business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.

3.11

Financial Representations

The audited balance sheets for Emerald for its last two fiscal (the “ Emerald Accounting Date ”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years (collectively, the “ Emerald Financial Statements ”) to be supplied on or before the Closing Date will be:

(A)

in accordance with the books and records of Emerald;

(B)

present fairly the financial condition of Emerald as of the respective dates indicated and the results of operations for such periods; and

(C)

will have been prepared in accordance with U.S. GAAP.

Emerald has not received any advice or notification from its independent certified public accountants that Emerald has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Emerald Financial Statements or the books and records of Emerald, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Emerald accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Emerald. Emerald has not engaged in any transaction, maintained any bank account, or used any funds of Emerald, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Emerald.

3.12

Absence of Undisclosed Liabilities

Emerald does not have any material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that:

(a)

are not set forth in the Emerald Financial Statements or have not heretofore been paid or discharged;

(b)

did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to EPHS Holdings; or

(c)

have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Emerald Financial Statements

3.13

Tax Matters

(a)

As of the date hereof:

(i)

Emerald has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to Emerald, and

(ii)

all such returns are true and correct in all material respects;

(b)

Emerald has paid, all taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non-payment of which will not have a Emerald Material Adverse Effect;

(c)

Emerald is not presently under or has not received notice of, any contemplated investigation or audit by regulatory or governmental agency of body or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof;

(d)

all Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency; and

(e)

to the best knowledge of Emerald, the Emerald Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to Emerald for the accounting period ended on the Emerald Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Emerald Accounting Date or for any profit earned by Emerald on or prior to the Emerald Accounting Date or for which Emerald is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Emerald Financial Statements.

3.14

Absence of Changes

Since the Emerald Accounting Date, Emerald has not:

(a)

incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

(b)

sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;

(c)

created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Emerald or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

(d)

made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

(e)

declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or

otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

(f)

suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;

(g)

suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

(h)

received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

(i)

made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000.

(j)

other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled;

(k)

entered into any transaction other than in the ordinary course of business consistent with past practice; or

(l)

agreed, whether in writing or orally, to do any of the foregoing.

3.15

Absence of Certain Changes or Events

Since the date of the audited financial statements, there has not been:

(a)

any material change in the financial condition of Emerald; or

(b)

any material change by Emerald in its accounting methods, principles or practices.

3.16

Subsidiaries

None.

3.17

Personal and Property

Emerald possesses, and has good and marketable title of all property necessary for the continued operation of the business of Emerald as presently conducted and as represented to EPHS Holdings. All such property is used in the business of Emerald. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Emerald is owned by Emerald free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, except as set forth herein:

3.18

Intellectual Property

Emerald owns or holds an interest in all intellectual property assets necessary for the operation of the business of Emerald as it is currently conducted.

3.19

Insurance

The assets owned by Emerald are insured under various policies of general product liability and other forms of insurance consistent with prudent business practices. All such policies are in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default by Emerald, or any event which, with the giving of notice, the lapse of time or both, would constitute a default thereunder. All premiums to date have been paid in full.

3.20

Employees and Consultants

All employees and consultants of Emerald have been paid all salaries, wages, income and any other sum due and owing to them by Emerald, as at the end of the most recent completed pay period. Emerald is not aware of any labor conflict with any employees that might reasonably be expected to have a Emerald Material Adverse Effect. To the best knowledge of Emerald, no employee of Emerald is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with Emerald or any other nature of the business conducted or to be conducted by Emerald.

3.20

Real Property

Emerald does not own any real property. Each of the leases, subleases, claims or other real property interests (collectively, the “ Leases ”) to which Emerald is a party or is bound is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Emerald pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Emerald has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.

3.21

Certain Transactions

Emerald is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

3.22

Completeness of Disclosure

No representation or warranty by Emerald or any Selling Shareholder in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to EPHS Holdings pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

REPRESENTATIONS AND WARRANTIES OF EPHS HOLDINGS

As of the Closing, EPHS Holdings represents and warrants to Emerald and the Shareholders and acknowledge that Emerald and the Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Emerald or the Shareholders, as follows:

4.1

Organization and Good Standing

EPHS Holdings is duly incorporated, organized, validly existing and in good standing under the laws of the state of its incorporation. EPHS Holdings has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. It is qualified to do business and is in good standing in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of EPHS Holdings.

4.2

Authority

EPHS Holdings has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ EPHS Holdings Documents ”) to be signed and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the EPHS Holdings Documents and the consummation of the transactions contemplated hereby have been duly authorized by the respective board of directors and no other corporate or shareholder proceedings on the part of either corporation is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other EPHS Holdings Documents when executed and delivered by EPHS Holdings will be, duly executed and delivered by EPHS Holdings and this Agreement is, and the other EPHS Holdings Documents when executed and delivered by EPHS Holdings , as contemplated hereby will be, valid and binding obligations of EPHS Holdings enforceable in accordance with their respective terms, except:

(a)

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

(b)

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

(c)

as limited by public policy.

4.3

Capitalization of EPHS Holdings

As of the date of this Agreement and as of the Closing Date, all of the issued and outstanding shares of EPHS Holdings Common Stock will be duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations.

4.4

Corporate books and records

The corporate records of EPHS Holdings, as required to be maintained by it pursuant to the laws of the State of Nevada, are accurate, complete and current in all material respects, and the minute book of EPHS Holdings is, in all material respects, correct and contains all material records required by the law of the State of Nevada in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of EPHS Holdings.

4.5

Non-Contravention

Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

(A)

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of EPHS Holdings under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to EPHS Holdings or any of its material property or assets;

(B)

violate any provision of the applicable incorporation or charter documents of EPHS Holdings; or

(C)

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to EPHS Holdings or any of its material property or assets.

4.6

Validity of EPHS Holdings Common Stock Issuable upon the Transaction

The EPHS Holdings Shares to be issued to the Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

4.7

Actions and Proceedings

To the best knowledge of EPHS Holdings, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of EPHS Holdings, threatened against EPHS Holdings which involves any of the business, or the properties or assets of EPHS Holdings that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of EPHS Holdings taken as a whole (a “ EPHS Holdings Material Adverse Effect ”). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a EPHS Holdings Material Adverse Effect.

4.8

Compliance

(A)

To the best knowledge of EPHS Holdings, EPHS Holdings is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of EPHS Holdings;

(B)

To the best knowledge of EPHS Holdings, EPHS Holdings is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a EPHS Holdings Material Adverse Effect;

(C)

EPHS Holdings has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of EPHS Holdings, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction; and

(D)

EPHS Holdings has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. EPHS Holdings has not received any notice of any violation thereof, nor is EPHS Holdings aware of any valid basis therefore.

4.9

Absence of Undisclosed Liabilities

As of the date of the financial statements, EPHS Holdings has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

(A)

are not set forth in the EPHS Holdings Financial Statements or have not heretofore been paid or discharged;

(B)

did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Emerald;

(C)

(D)

have any material affect on the operations of the Company.

4.10

Absence of Changes

Since the date of the Financial Statements, EPHS Holdings has not:

(A)

Incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or

discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

(B)

Sold, encumbered, assigned or transferred any material fixed assets or properties;

(C)

Created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of EPHS Holdings to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

(D)

Made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

(E)

Declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

(F)

Suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;

(G)

Suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

(H)

Received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

(I)

Made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;

(J)

Other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; or

(K)

Agreed, whether in writing or orally, to do any of the foregoing.

4.11

Absence of Certain Changes or Events

Since the date of the financial statements, except as and to the extent disclosed in the EPHS Holdings SEC Documents, there has not been:

(a)

a EPHS Holdings Material Adverse Effect; or

(b)

any material change by EPHS Holdings in its accounting methods, principles or practices.

4.12

Subsidiaries

None.

4.13

Personal Property

There are no material equipment, furniture, fixtures or other tangible personal property and assets owned or leased by EPHS Holdings

4.14

Employees

John Bentivoglio is the Company’s sole employee.

4.15

Completeness of Disclosure

No representation or warranty by EPHS Holdings in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Emerald pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

CLOSING CONDITIONS

5.1

Conditions Precedent to Closing by EPHS Holdings

The obligation of EPHS Holdings to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth herein on a date mutually agreed upon by the parties hereto in writing. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of EPHS Holdings and may be waived by EPHS Holdings in its sole discretion.

(a)

Representations and Warranties

The representations and warranties of Emerald and the Shareholders set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Emerald will have delivered to EPHS Holdings a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Emerald in this Agreement are true and correct.

(b)

Performance

All of the covenants and obligations that Emerald and the Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

(c)

Transaction Documents

This Agreement, the Emerald Documents, the Emerald Financial Statements and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to EPHS Holdings, will have been executed and delivered to EPHS Holdings.

(d)

Delivery of Financial Statements

Emerald will have delivered to EPHS Holdings the Emerald Financial Statements within the time frame prescribed by this Agreement, which financial statements will include audited financial statements for Emerald’s two fiscal years es.

5.2

Conditions Precedent to Closing by Emerald

The obligation of Emerald and the Shareholders to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Emerald and the Shareholders and may be waived by Emerald and the Shareholders in their discretion.

(a)

Representations and Warranties

The representations and warranties of EPHS Holdings set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and EPHS Holdings will have delivered to Emerald a certificate dated the Closing Date, to the effect that the representations and warranties made by EPHS Holdings in this Agreement are true and correct.

(b)

Performance

All of the covenants and obligations that EPHS Holdings are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. EPHS Holdings must have delivered each of the documents required to be delivered by it pursuant to this Agreement.

(c)

Transaction Documents

This Agreement, the EPHS Holdings Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Emerald, will have been executed and delivered by EPHS Holdings.

(d)

No Material Adverse Change

No EPHS Holdings Material Adverse Effect will have occurred since the date of this Agreement.

(e)

No Action

No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would result in and/or:

(i)

prevent the consummation of any of the transactions contemplated by this Agreement; or

(ii)

cause the Transaction to be rescinded following consummation.

ADDITIONAL COVENANTS OF THE PARTIES

6.1

Confidentiality

All information regarding the business of Emerald including, without limitation, financial information that Emerald provides to EPHS Holdings during the EPHS Holdings due diligence investigation of Emerald will be kept in strict confidence by EPHS Holdings and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by EPHS Holdings or disclosed to any third party (other than the EPHS Holdings professional accounting and legal advisors) without the prior written consent of Emerald. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from Emerald, EPHS Holdings will immediately return to Emerald (or as directed by Emerald) any information received regarding Emerald’s business. Likewise, all information regarding the business of EPHS Holdings including, without limitation, financial information that EPHS Holdings provides to Emerald during its due diligence investigation of EPHS Holdings will be kept in strict confidence by Emerald and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Emerald or disclosed to any third party (other than Emerald’s professional accounting and legal advisors) without the prior written consent of EPHS Holdings. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from EPHS Holdings, Emerald will immediately return to EPHS Holdings (or as directed by EPHS Holdings) any information received regarding EPHS Holdings’s business.

6.2

Exclusivity

Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Emerald and EPHS Holdings will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Emerald or EPHS Holdings, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.

6.3

Conduct of Emerald and EPHS Holdings Business Prior to Closing

From the date of this Agreement to the Closing Date, and except to the extent that EPHS Holdings otherwise consents in writing, Emerald will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it. Likewise, from the date of this Agreement to the Closing Date, and except to the extent that Emerald otherwise consents in writing, EPHS Holdings will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it.

6.4

Certain Acts Prohibited

Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, neither party will, without the consent of the other:

(1)

amend its Articles of Incorporation or other incorporation documents;

(2)

incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets of Emerald except in the ordinary course of business;

(3)

dispose of or contract to dispose of any Emerald property or assets, including the Intellectual Property Assets, except in the ordinary course of business consistent with past practice;

(4)

issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the Emerald Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;

(5)

declare, set aside or pay any dividends on, or make any other distributions in respect of the Emerald Common Stock, or

(6)

split, combine or reclassify its equity; or

(7)

not materially increase benefits or compensation expenses of Emerald, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.

6.5

Public Announcements

EPHS Holdings and Emerald each agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other party, except as may be required by the disclosure obligation imposed on EPHS Holdings or Emerald or their respective affiliates under rules or regulations of any stock exchange or laws of any jurisdiction.

CLOSING

7.1

Closing shall occur February 27, 2018 unless extended by the mutual consent of the parties.

7.2

Closing Deliveries of Emerald and the Shareholders

(1)

At Closing, Emerald and the Shareholders will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to EPHS Holdings:

(2)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Emerald evidencing approval of this Agreement and the Transaction;

(3)

share certificates representing the Emerald Shares;

(5)

certificates and other documents required by this Agreement; and

(6)

the Emerald Documents, the Emerald Financial Statements and any other necessary documents, each duly executed by Emerald, as required to give effect to the Transaction.

7.3

Closing Deliveries of EPHS Holdings

At Closing, EPHS Holdings will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Emerald:

(1)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of EPHS Holdings evidencing approval of this Agreement and the Transaction; and

(2)

the share certificates representing the EPHS Holdings Shares or confirmation that the Shares have been issued by the Transfer Agent.

POST CLOSING COVENANTS

Emerald and its shareholders agree and understand that the post closing undertaking set forth herein is a material inducement for EPHS Holdings to enter into this transaction.

INDEMNIFICATION, REMEDIES, SURVIVAL

9.1

Agreement of Emerald to Indemnify

Emerald will indemnify, defend, and hold harmless, to the full extent of the law, EPHS Holdings and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by EPHS Holdings and its shareholders by reason of, resulting from, based upon or arising out of:

(A)

the breach by Emerald of any representation or warranty of Emerald contained in or made pursuant to this Agreement, any Emerald Document or any certificate or other instrument delivered pursuant to this Agreement; or

(B)

the breach or partial breach by Emerald of any covenant or agreement of Emerald made in or pursuant to this Agreement, any Emerald Document or any certificate or other instrument delivered pursuant to this Agreement.

9.2

Agreement of the Shareholders to Indemnify

The Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, EPHS Holdings and its shareholders from, against, and in respect of any and all Losses asserted against,

relating to, imposed upon, or incurred by EPHS Holdings and its shareholders by reason of, resulting from, based upon or arising out of:

(A)

any breach by the Shareholders of this Agreement; or

(B)

any misstatement, misrepresentation or breach of the representations and warranties made by the Shareholders

9.3

Agreement of EPHS Holdings to Indemnify

EPHS Holdings will indemnify, defend, and hold harmless, to the full extent of the law, Emerald and the Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Emerald and the Shareholders by reason of, resulting from, based upon or arising out of:

(A) the breach by EPHS Holdings of any representation or warranty of EPHS Holdings contained in or made pursuant to this Agreement, any EPHS Holdings Document or any certificate or other instrument delivered pursuant to this Agreement; or

(B) the breach or partial breach by EPHS Holdings of any covenant or agreement of EPHS Holdings made in or pursuant to this Agreement, any EPHS Holdings Document or any certificate or other instrument delivered pursuant to this Agreement.

10.

MISCELLANEOUS PROVISIONS

10.1

Effectiveness of Representations; Survival

Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until three (3) years after the Closing Date.

10.2

Further Assurances

Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

10.3

Amendment

This Agreement may not be amended except by an instrument in writing signed by each of the parties.

10.4

Expenses

EPHS Holdings will bear all costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of agents, representatives and accountants; provided that EPHS Holdings and Emerald

will bear its respective legal costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby.

10.5

Entire Agreement

This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

10.6

Notices

All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties principal place of business or ad directed by the parties.

10.7

Headings

The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

10.8

Benefits

This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement or those persons entitled to receive EPHS Holdings Shares.

10.9

Assignment

This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

10.10

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein. Jurisdiction for any dispute shall be in the state or federal courts located in Florida. Neither party shall have the right to assert forum non-convenience.

10.11

Construction

The language used in this A greement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

10.12.

Counterparts

This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

10.13

Fax Execution

This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

11.

Legal Counsel.

This Agreement has been prepared by counsel for EPHS Holdings. Prior to execution the Emerald shareholders have had an opportunity to review this Agreement with independent counsel.

12.

Schedules and Exhibits

The schedules and exhibits are attached to this Agreement and incorporated herein.

[Execution on following page.]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

EPHS Holdings, Inc.

By:

/s/ Gianfranco Bentivoglio

Gianfranco Bentivoglio, president

Emerald Plant Services, Inc.

BY:

/s/ Paolo Gervasi

Paolo Gervasi

Its: Authorized Representative

The Shareholders:

/s/Paolo Gervasi

Paolo Gervasi

/s/Calegero Caruso

Calegero Caruso

SCHEDULE 1


SHAREHOLDERS	Equity Ownership	Shares issuable
	In Emerald

Paolo Gervasi	50%	7,000,000

Calegero Caruso	50%	7,000,000
Gianfranco (John) Bentivoglio	0%	1,250,000
Mathew Bentivoglio	0%	500,000
Ricky Pilutti	0%	250,000
Giuseppe Gervasi	0%	1,000,000
Silvano Mosca	0%	500,000
Francesco Mannello	0%	500,000
Vince Beatty	0%	2,000,000

Totals	100%	20,000,000

/s/Paolo Gervasi

/s/ Calegero Ceruso

Paolo Gervasi

Calegero Caruso

EXHIBIT 10.2

AMENDMENT TO SHARE EXCHANGE AGREEMENT

THIS Amended AGREEMENT is made effective as of February 27, 2018

AMONG:

EPHS Holdings, Inc., a Nevada corporation.

(“EPHS Holdings”)

AND

EMERALD PLANTS HEALTH SOURCE, Inc., a Quebec corporation

(“Emerald” or “Emerald Plants”)

AND:

THE SHAREHOLDERS OF EMREALD PLANTS

( the “ Shareholders ”)

WHEREAS, the parties have executed a Share Exchange Agreement dated February 27, 2018 (the “Agreement”); and

WHEREAS, the parities wish to amend and clarify paragraph 2 of the Agreement

Now Therefore, in consideration of the mutual covenants contained herein and other good and valuable consideration it is agreed:

Paragraph 2.2 of the Agreement shall be deleted in its entirety and replaced by the following paragraph:

2.2

Consideration

As consideration for the exchange of the Emerald Shares and the forgiveness of all outstanding shareholder loans made by each of the Shareholders to Emerald, EPHS Holdings shall issue 20,000,000 shares of its common stock to the Shareholders (10,000,000 shares to each shareholder). Notwithstanding the foregoing, at Closing the Shareholders shall instruct the Company’s Transfer Agent to issue to those individuals set forth on Schedule 1 a total of 6,000,000 shares of the EPHS Shares (3,000,000 from each Shareholder). The Shareholders acknowledge and agree that the EPHS Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the EPHS Shares issued on Closing will be endorsed with a restrictive legend similar in form and substance to the following:

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES

ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, UNLESS THE SHARES ARE REGISTERED’ AN EXEMPTION FROM REGISTRATION EXISTS OR THE SHAREHOLDER RECEIVES AN OPINION LETTER ISSUED BY COMPANY COUNSEL.

All other terms and conditions as contained in the Agreement, shall remain binding on the parties and are incorporated by reference.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

EPHS Holdings, Inc.

By:

/s/Gianfranco Bentivoglio

Gianfranco Bentivoglio, president

Emerald Plant Services, Inc.

BY:

/s/Paolo Gervasi

Paolo Gervasi

Its: Authorized Representative

The Shareholders:

/s/ Paolo Gervasi

Paolo Gervasi

/s/ Paolo Gervasi

Calegero Caruso

SCHEDULE 1


SHAREHOLDERS	Equity Ownership	Shares issuable
	In Emerald

Paolo Gervasi	50%	7,000,000

Calegero Caruso	50%	7,000,000
Gianfranco (John) Bentivoglio	0%	1,250,000
Mathew Bentivoglio	0%	500,000
Ricky Pilutti	0%	250,000
Giuseppe Gervasi	0%	1,000,000
Silvano Mosca	0%	500,000
Francesco Mannello	0%	500,000
Vince Beatty	0%	2,000,000

Totals	100%	20,000,000

/s/PaoloGervasi

/s/Calegero Caruso

Paolo Gervasi

Calegero Caruso